Exhibit 4.5


 


EXECUTION
VERSION


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.,

as Depositor


 


Wells
fargo bank, national association,

as Master Servicer


 


rialto
capital advisors, llc,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,





as
Trustee


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 





 






 




POOLING
AND SERVICING AGREEMENT


 


Dated
as of October 1, 2019


 


 



 







Commercial
Mortgage Pass-Through Certificates


 


Series
2019-C17


 




     


     


    

 


TABLE
OF CONTENTS


 


Page


 




	ARTICLE I

                                                

                                               DEFINITIONS

                                                

	Section
    1.01	Defined
    Terms	6
	Section 1.02	Certain Calculations	126
	 	 	 
	ARTICLE II

                                                

                                               CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

	 
	Section 2.01	Conveyance of Mortgage
    Loans	128
	Section 2.02	Acceptance by Trustee	135
	Section 2.03	Representations, Warranties
    and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage
    Files and Breaches of Representations and Warranties	141
	Section 2.04	Execution of Certificates;
    Issuance of Lower-Tier Regular Interests	157
	Section 2.05	Creation of the Grantor
    Trust	158
	 	 	 
	ARTICLE III

                                                

                                               ADMINISTRATION AND SERVICING OF THE TRUST FUND

	 
	Section 3.01	The Master Servicer
    to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced
    Companion Loans, and REO Properties	158
	Section 3.02	Collection of Mortgage
    Loan Payments	166
	Section 3.03	Collection of Taxes,
    Assessments and Similar Items; Servicing Accounts	172
	Section 3.04	The Collection Account,
    the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account,
    the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account	177
	Section 3.05	Permitted Withdrawals
    from the Collection Account, the Distribution Accounts and the Companion Distribution Account	184
	Section 3.06	Investment of Funds
    in the Collection Account and the REO Account	194
	Section 3.07	Maintenance of Insurance
    Policies; Errors and Omissions and Fidelity Coverage	196
	Section 3.08	Enforcement of Due-on-Sale
    Clauses; Assumption Agreements	202
	Section 3.09	Realization Upon Defaulted
    Loans and Companion Loans	208



 






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	Section
    3.10	Trustee
    and Certificate Administrator to Cooperate; Release of Mortgage Files	212
	Section
    3.11	Servicing
    Compensation	214
	Section
    3.12	Inspections;
    Collection of Financial Statements	221
	Section
    3.13	Access
    to Certain Information	227
	Section
    3.14	Title
    to REO Property; REO Account	241
	Section
    3.15	Management
    of REO Property	243
	Section
    3.16	Sale
    of Defaulted Loans and REO Properties	245
	Section
    3.17	Additional
    Obligations of Master Servicer and Special Servicer	252
	Section
    3.18	Modifications,
    Waivers, Amendments and Consents	255
	Section
    3.19	Transfer
    of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report	268
	Section
    3.20	Sub-Servicing
    Agreements	276
	Section
    3.21	Interest
    Reserve Account	279
	Section
    3.22	Directing
    Certificateholder and Operating Advisor Contact with the Master Servicer and the Special Servicer	280
	Section
    3.23	Controlling
    Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers
    of Directing Certificateholder and the Risk Retention Consultation Party	280
	Section
    3.24	Intercreditor
    Agreements	285
	Section
    3.25	Rating
    Agency Confirmation	288
	Section
    3.26	The
    Operating Advisor	290
	Section
    3.27	Companion
    Paying Agent	299
	Section
    3.28	Serviced
    Companion Noteholder Register	299
	Section
    3.29	Certain
    Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	300
	Section
    3.30	Certain
    Matters with Respect to Joint Mortgage Loans	302
	Section
    3.31	Resignation
    Upon Prohibited Risk Retention Affiliation	307
	Section
    3.32	Litigation
    Control	308
	Section
    3.33	Delivery
    of Excluded Information to the Certificate Administrator	311
	 	 	 
	ARTICLE
                                         IV

                                                

                                               DISTRIBUTIONS
                                         TO CERTIFICATEHOLDERS

	 
	Section
    4.01	Distributions	312
	Section
    4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	322
	Section
    4.03	P&I
    Advances	328
	Section
    4.04	Allocation
    of Realized Losses	332
	Section
    4.05	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	333
	Section
    4.06	Grantor
    Trust Reporting	337
	Section
    4.07	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	338
	Section
    4.08	Secure
    Data Room	341



 






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	ARTICLE V

                                                

                                               THE CERTIFICATES

	 
	Section 5.01	The Certificates	343
	Section 5.02	Form and Registration	343
	Section 5.03	Registration of Transfer
    and Exchange of Certificates	347
	Section 5.04	Mutilated, Destroyed,
    Lost or Stolen Certificates	357
	Section 5.05	Persons Deemed Owners	357
	Section 5.06	Access to List of Certificateholders’
    Names and Addresses; Special Notices	357
	Section 5.07	Maintenance of Office
    or Agency	359
	Section 5.08	Appointment of Certificate
    Administrator	359
	Section 5.09	[RESERVED]	359
	Section 5.10	Voting Procedures	359
	 	 	 
	ARTICLE VI

                                                

                                               THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations reviewer AND THE DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY

	 
	Section 6.01	Representations, Warranties
    and Covenants of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	361
	Section 6.02	Liability of the Depositor,
    the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	367
	Section 6.03	Merger, Consolidation
    or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
    Reviewer	367
	Section 6.04	Limitation on Liability
    of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
    Others	369
	Section 6.05	Depositor, Master Servicer
    and Special Servicer Not to Resign	375
	Section 6.06	Rights of the Depositor
    in Respect of the Master Servicer and the Special Servicer	376
	Section 6.07	The Master Servicer
    and the Special Servicer as Certificate Owner	376
	Section 6.08	The Directing Certificateholder
    and the Risk Retention Consultation Party	376
	Section 6.09	Knowledge of Wells
    Fargo Bank, National Association	385



 






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	ARTICLE VII

                                                

                                               SERVICER TERMINATION EVENTS

	 
	Section 7.01	Servicer Termination
    Events; Master Servicer and Special Servicer Termination	386
	Section 7.02	Trustee to Act; Appointment
    of Successor	395
	Section 7.03	Notification to Certificateholders	397
	Section 7.04	Waiver of Servicer
    Termination Events	397
	Section 7.05	Trustee as Maker of
    Advances	398
	 	 	 
	ARTICLE VIII

                                                

                                               CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

	 
	Section 8.01	Duties of the Trustee
    and the Certificate Administrator	398
	Section 8.02	Certain Matters Affecting
    the Trustee and the Certificate Administrator	400
	Section 8.03	Trustee and Certificate
    Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	402
	Section 8.04	Trustee or Certificate
    Administrator May Own Certificates	402
	Section 8.05	Fees and Expenses of
    Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	402
	Section 8.06	Eligibility Requirements
    for Trustee and Certificate Administrator	404
	Section 8.07	Resignation and Removal
    of the Trustee and Certificate Administrator	405
	Section 8.08	Successor Trustee or
    Certificate Administrator	407
	Section 8.09	Merger or Consolidation
    of Trustee or Certificate Administrator	408
	Section 8.10	Appointment of Co-Trustee
    or Separate Trustee	408
	Section 8.11	Appointment of Custodians	409
	Section 8.12	Representations and
    Warranties of the Trustee	409
	Section 8.13	Provision of Information
    to Certificate Administrator, Master Servicer and Special Servicer	411
	Section 8.14	Representations and
    Warranties of the Certificate Administrator	411
	Section 8.15	Compliance with the
    PATRIOT Act	412
	 	 	 
	ARTICLE IX

                                                

                                               TERMINATION

	 
	Section 9.01	Termination upon Repurchase
    or Liquidation of All Mortgage Loans	413
	Section 9.02	Additional Termination
    Requirements	416
	 	 	 
	ARTICLE X

                                                

                                               ADDITIONAL REMIC PROVISIONS

	 
	Section 10.01	REMIC Administration	417



 






    -iv- 


     


    

 


	Section 10.02	Use of Agents	420
	Section 10.03	Depositor, Master Servicer
    and Special Servicer to Cooperate with Certificate Administrator	421
	Section 10.04	Appointment of REMIC
    Administrators	421
	 	 	 
	ARTICLE XI

                                                

                                               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

	 
	Section 11.01	Intent of the Parties;
    Reasonableness	422
	Section 11.02	Succession; Subcontractors	423
	Section 11.03	Filing Obligations	425
	Section 11.04	Form 10-D and
    Form ABS-EE Filings	426
	Section 11.05	Form 10-K Filings	430
	Section 11.06	Sarbanes-Oxley Certification	433
	Section 11.07	Form 8-K Filings	435
	Section 11.08	Form 15 Filing	437
	Section 11.09	Annual Compliance Statements	437
	Section 11.10	Annual Reports on Assessment
    of Compliance with Servicing Criteria	439
	Section 11.11	Annual Independent
    Public Accountants’ Attestation Report	441
	Section 11.12	Indemnification	443
	Section 11.13	Amendments	445
	Section 11.14	Regulation AB
    Notices	445
	Section 11.15	Certain Matters Relating
    to the Future Securitization of the Serviced Pari Passu Companion Loans	445
	Section 11.16	Certain Matters Regarding
    Significant Obligors	451
	Section 11.17	Impact of Cure Period	451
	 	 	 
	ARTICLE XII

                                                

                                               The Asset Representations Reviewer

	 
	Section 12.01	Asset Review	452
	Section 12.02	Payment of Asset Representations
    Reviewer Fees and Expenses; Limitation of Liability	457
	Section 12.03	Resignation of the
    Asset Representations Reviewer	459
	Section 12.04	Restrictions of the
    Asset Representations Reviewer	459
	Section 12.05	Termination of the
    Asset Representations Reviewer	459
	 	 	 
	ARTICLE XIII

                                                

                                               MISCELLANEOUS PROVISIONS

	 
	Section 13.01	Amendment	462
	Section 13.02	Recordation of Agreement;
    Counterparts	467
	Section 13.03	Limitation on Rights
    of Certificateholders	468



 






    -v- 


     


    

 


	Section 13.04	Governing Law; Submission
    to Jurisdiction; Waiver of Jury Trial	469
	Section 13.05	Notices	469
	Section 13.06	Severability of Provisions	476
	Section 13.07	Grant of a Security
    Interest	476
	Section 13.08	Successors and Assigns;
    Third Party Beneficiaries	476
	Section 13.09	Article and Section
    Headings	477
	Section 13.10	Notices to the Rating Agencies

                                                                               
	477



 



    -vi- 


     


    

 





	EXHIBITS	 
	 	 
	EXHIBIT A-1	Form of Certificate (Other
    than the Risk Retention Certificates and the Class Z and Class R Certificates)
	EXHIBIT A-2	Form of Risk Retention Certificates
	EXHIBIT A-3	Form of Class Z Certificate
	EXHIBIT A-4	Form of Class R Certificate
	EXHIBIT B	Mortgage Loan Schedule
	EXHIBIT C	Form of Investment Representation Letter
	EXHIBIT D-1	Form of Transferee Affidavit for Transfers of
    Class R Certificates
	EXHIBIT D-2	Form of Transferor Letter for Transfers of Class
    R Certificates
	EXHIBIT D-3	Form of Transferee Certificate for Transfers
    of Risk Retention Certificates and the VRR Interest
	EXHIBIT D-4	Form of Transferor Certificate for Transfers
    of Risk Retention Certificates and the VRR Interest
	EXHIBIT D-5	Form of Request of Sponsor Consent for Release
    of the Risk Retention Certificates
	EXHIBIT E	Form of Request for Release
	EXHIBIT F-1	Form of ERISA Representation Letter Regarding
    ERISA Restricted Certificates
	EXHIBIT F-2	Form of ERISA Representation Letter Regarding
    Class Z and Class R Certificates
	EXHIBIT G	Form of Distribution Date Statement
	EXHIBIT H	Form of Omnibus Assignment
	EXHIBIT I	Form of Transfer Certificate for Rule 144A
    Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate During Restricted Period
	EXHIBIT J	Form of Transfer Certificate for Rule 144A
    Book-Entry Certificate to Regulation S Book-Entry Certificate After Restricted Period
	EXHIBIT K	Form of Transfer Certificate for Temporary Regulation S
    Book-Entry Certificate to Rule 144A Book-Entry Certificate During Restricted Period
	EXHIBIT L	Form of Transfer Certificate for Temporary Regulation S
    Book-Entry Certificate to Regulation S Book-Entry Certificate After Restricted Period
	EXHIBIT M	Form of Transfer Certificate for Non-Book Entry
    Certificate to Temporary Regulation S Book-Entry Certificate
	EXHIBIT N	Form of Transfer Certificate for Non-Book Entry
    Certificate to Regulation S Book-Entry Certificate
	EXHIBIT O	Form of Transfer Certificate for Non-Book Entry
    Certificate to Rule 144A Book-Entry Certificate
	EXHIBIT P-1A	Form of Investor Certification for Non-Borrower
    Party and/or the Risk Retention Consultation Party (for Persons Other than the Directing Certificateholder and/or a Controlling
    Class Certificateholder)
	EXHIBIT P-1B	Form of Investor Certification for Non-Borrower
    Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C	Form of Investor Certification for Borrower
    Party (for Persons Other than the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling
    Class Certificateholder)



 






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	EXHIBIT P-1D	Form of Investor Certification for Borrower
    Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1E	Form of Notice of Excluded Controlling Class
    Holder
	EXHIBIT P-1F	Form of Notice of [Excluded Loan][Excluded Controlling
    Class Holder] to Certificate Administrator
	EXHIBIT P-1G	Form of Certification of the Directing Certificateholder
	EXHIBIT P-1H	Form of Certification of the Risk Retention
    Consultation Party
	EXHIBIT P-2	Form of Certification for NRSROs
	EXHIBIT P-3	Online Market Data Provider Certification
	EXHIBIT Q	Custodian Certification/Exception Report
	EXHIBIT R-1	Form of Power of Attorney — Master Servicer
	EXHIBIT R-2	Form of Power of Attorney — Special Servicer
	EXHIBIT S	Initial Serviced Companion Noteholders
	EXHIBIT T	Form of Notice Relating to the Non-Serviced
    Mortgage Loan
	EXHIBIT U	Form of Notice and Certification Regarding Defeasance
    of Mortgage Loan
	EXHIBIT V	Form of Operating Advisor Annual Report
	EXHIBIT W	Form of Notice from Operating Advisor Recommending
    Replacement of the Special Servicer
	EXHIBIT X	Form of Confidentiality Agreement
	EXHIBIT Y	Form Certification to be Provided with Form
    10-K
	EXHIBIT Y-1	Form of Certification to be Provided to Depositor
    by Certificate Administrator
	EXHIBIT Y-2	Form of Certification to be Provided to Depositor
    by Master Servicer
	EXHIBIT Y-3	Form of Certification to be Provided to Depositor
    by Special Servicer
	EXHIBIT Y-4	Form of Certification to be Provided to Depositor
    by Trustee
	EXHIBIT Y-5	Form of Certification to be Provided to Depositor
    by Operating Advisor
	EXHIBIT Y-6	Form of Certification to be Provided to Depositor
    by Custodian
	EXHIBIT Y-7	Form of Certification to be Provided to Depositor
    by Asset Representations Reviewer
	EXHIBIT Z	Servicing Criteria to be Addressed in Assessment
    of Compliance
	EXHIBIT AA	Additional Form 10-D Disclosure
	EXHIBIT BB	Additional Form 10-K Disclosure
	EXHIBIT CC	Form 8-K Disclosure Information
	EXHIBIT DD	Additional Disclosure Notification
	EXHIBIT EE	Initial Sub-Servicers
	EXHIBIT FF	Servicing Function Participants
	EXHIBIT GG	Form of Annual Compliance Statement
	EXHIBIT HH	Form of Report on Assessment of Compliance with
    Servicing Criteria
	EXHIBIT II	CREFC® Payment Information
	EXHIBIT JJ	Form of Notice of Additional Indebtedness Notification
	EXHIBIT KK	[Reserved]
	EXHIBIT LL	Additional Disclosure Notification (Accounts)
	EXHIBIT MM	Form of Notice of Purchase of Controlling Class
    Certificate
	EXHIBIT NN	Form of Asset Review Report by the Asset Representations
    Reviewer
	EXHIBIT OO	Form of Asset Review Report Summary
	EXHIBIT PP	Asset Review Procedures



 






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	EXHIBIT QQ	Form of Certification to Certificate Administrator
    Requesting Access to Secure Data Room
	EXHIBIT RR	Form of Notice of [Additional Delinquent Loan][Cessation
    of Delinquent Loan][Cessation of Asset Review Trigger]
	EXHIBIT SS	Certificate Administrator Receipt of the Risk
    Retention Certificates and the VRR Interest
	EXHIBIT TT	Form of Limited Power of Attorney
	EXHIBIT UU	Form of Notice of a Form 8-K/A Filing
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Mortgage Loans With Escrows or Reserves Exceeding
    10% of the Initial Principal Balance



 






    -ix- 


     


    

 


This Pooling and Servicing
Agreement is dated and effective as of October 1, 2019, among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


The Depositor intends
to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder
in multiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership
interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans. As provided
herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust
(exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) for federal income tax
purposes as two (2) separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier
REMIC”, and each a “Trust REMIC” as described herein).


 


In addition, the parties
intend that the portion of the Trust Fund consisting of the Class Z Specific Grantor Trust Assets shall be treated as a grantor
trust under subpart E, part I of subchapter J of the Code for federal income tax purposes (the “Grantor Trust”).
Solely for tax purposes, the Class Z Certificates shall represent undivided beneficial interests in the Class Z Specific Grantor
Trust Assets. As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to ensure
that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor trust under federal income
tax law and not be treated as part of either Trust REMIC.


 


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


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LASB, Class LA3, Class
LA4, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LNR-RR (the “Lower-Tier Regular
Interests”), which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The
Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class of “residual interests”
in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 


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


 






    


     


    

 


	Class
                                         Designation
	Interest
                                         Rate
	Original
                                         Lower-Tier

                                         Principal Amount

	Class LA1	(1)	$    29,683,000
	Class LA2	(1)	$      8,978,000
	Class LASB	(1)	$    51,293,000
	Class LA3	(1)	$  204,676,000
	Class LA4	(1)	$  270,505,000
	Class LAS	(1)	$    60,550,000
	Class LB	(1)	$    36,330,000
	Class LC	(1)	$    36,330,000
	Class LD	(1)	$    23,211,000
	Class LE	(1)	$    20,184,000
	Class LF	(1)	$    17,155,000
	Class LG	(1)	$      9,083,000
	Class LNR-RR	(1)	$    39,358,117
	Class LR	None(2)	None



 





 







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



 


		(2)	The
                                         Class LR Interest (evidenced by the Class R Certificates) will not have a Certificate
                                         Balance or Notional Amount, will not bear interest and will not be entitled to distributions
                                         of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in
                                         the Lower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution
                                         Amount will be deemed distributed to the Class LR Interest and shall be payable to the
                                         Holders of the Class R Certificates.



 


UPPER-TIER REMIC


 


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


 


THE CERTIFICATES


 


The following table
(and related paragraphs) sets forth the designation, the initial pass-through rate and the aggregate initial principal amount
(the “Original Certificate Balance”) or Notional Amount (the “Original Notional Amount”),
as applicable, for each Class of Certificates:


 






    -2-


     


    

 


	Class
                                         of Certificates
	Initial
                                         Pass-Through Rate
	Original

                                         Certificate

                                         Balance or

                                         Notional Amount

	Class A-1 Certificates	2.0064%	$29,683,000
	Class A-2 Certificates	2.3125%	$8,978,000
	Class A-SB Certificates	2.8655%	$51,293,000
	Class A-3 Certificates	2.6686%	$204,676,000
	Class A-4 Certificates	2.9210%	$270,505,000
	Class X-A Certificates	1.6357%(1)	$565,135,000(2)
	Class X-B Certificates	0.9955%(1)	$133,210,000(2)
	Class X-D Certificates	1.9025%(1)	$43,395,000(2)
	Class X-F Certificates	1.7173%(1)	$17,155,000(2)
	Class X-G Certificates	1.7173%(1)	$9,083,000(2)
	Class A-S Certificates	3.2034%	$60,550,000
	Class
    B Certificates	3.3952%	$36,330,000
	Class
    C Certificates	3.7582%	$36,330,000
	Class
    D Certificates	2.5000%	$23,211,000
	Class
    E Certificates	2.5000%	$20,184,000
	Class
    F Certificates	2.6852%	$17,155,000
	Class
    G Certificates	2.6852%	$9,083,000
	Class
    NR-RR Certificates	4.4025%	$39,358,117
	Class Z Certificates	None(3)	N/A
	Class R Certificates	None(3)	N/A



 





 










		(1)	The
                                         Pass-Through Rate for the Class X-A, Class X-B, Class X-D, Class X-F and Class X-G Certificates
                                         will be calculated in accordance with the definition of “Class X-A Pass-Through
                                         Rate”, “Class X-B Pass-Through Rate”, “Class X-D Pass-Through
                                         Rate”, “Class X-F Pass-Through Rate” and “Class X-G Pass-Through
                                         Rate”, respectively.



 


		(2)	None
                                         of the Class X-A, Class X-B, Class X-D, Class X-F and Class X-G Certificates will have
                                         a Certificate Balance; rather, such Classes will accrue interest as provided herein on
                                         the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional
                                         Amount, the Class X-F Notional Amount and the Class X-G Notional Amount, as applicable.



 


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



 


RREF III-D UBSCM 2019-C17
MOA, LLC is purchasing from the Underwriters or the Initial Purchasers, as the case may be, the respective portions of the Certificate
Balance, the Notional Amount or Percentage Interest, as applicable, of each Class of Certificates set forth below, which collectively
comprise the VRR Interest:


  



    -3-


     


    




 


	 	Certificate
                                         Balance, Notional 

Amount or Percentage 

Interest

	Class A-1 Certificates	$1,114,000
	Class A-2 Certificates	$337,000
	Class A-SB Certificates	$1,924,000
	Class A-3 Certificates	$7,676,000
	Class A-4 Certificates	$10,144,000
	Class X-A Certificates	$21,195,000
	Class X-B Certificates	$4,997,000
	Class X-D Certificates	$1,628,000
	Class X-F Certificates	$644,000
	Class X-G Certificates	$341,000
	Class A-S Certificates	$2,271,000
	Class B Certificates	$1,363,000
	Class C Certificates	$1,363,000
	Class D Certificates	$871,000
	Class E Certificates	$757,000
	Class F Certificates	$644,000
	Class G Certificates	$341,000
	Class NR-RR Certificates	$1,476,000
	Class Z Certificates	3.75%


 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $807,336,117.


 






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WHOLE LOANS


 


	Loan
    No.	Whole
    Loan	Type	Non-Serviced
    PSA or TSA	Mortgage
    Loan	Pari
    Passu Companion Loan(s)	Subordinate
    Companion Loan(s)
	1	Grand
    Canal Shoppes Whole Loan	Non-Serviced	MSC
    2019-H7	Note
                                         A-2-3

        Note
        A-2-5

         
	Note
                                         A-1-1 

        Note
        A-1-2 

        Note
        A-1-3 

        Note
        A-1-4 

        Note
        A-1-5

        Note
        A-1-6 

        Note
        A-1-7 

        Note
        A-1-8 

        Note
        A-2-1 

        Note
        A-2-2-1 

        Note
        A-2-2-2 

        Note
        A-2-4 

        Note
        A-3-1 

        Note
        A-3-2 

        Note
        A-3-3

        Note
        A-3-4 

        Note
        A-3-5 

        Note
        A-4-1 

        Note
        A-4-2

        Note
        A-4-3 

        Note
        A-4-4 

        Note
        A-4-5

         
	Note
    B
	2	Phoenix
    Industrial Portfolio II Whole Loan	Serviced	N/A	Note
                                         A-1

        Note
        A-2

        

        Note
        A-5

         
	Note
                                         A-3 

        Note
        A-4 

        Note
        A-6

         
	N/A
	3	600
    & 620 National Avenue Whole Loan	Serviced	N/A	Note
                                         A-1-1

         
	Note
                                         A-1-2

        Note
        A-2-1

        Note
        A-2-2

        Note
        A-2-3

         
	N/A
	5	10000
    Santa Monica Boulevard Whole Loan	Non-Serviced	NCMS
    2019-10K	Note
                                         A-5

        Note
        A-8

        
	Note
                                         A-1

        Note
        A-2

        Note
        A-3

        Note
        A-4

        

        Note
        A-6

        Note
        A-7

         
	Note
    A-B
	6	Global
    Data Center Whole Loan	Serviced	N/A	Note
    A-1	Note
    A-2	N/A
	8	The
    Chantilly Office Portfolio Whole Loan	Serviced	N/A	Note
                                         A-2

        

        Note
        A-3

         
	Note
    A-1	N/A
	17	Smoke
    Tree Village and Smoke Tree Commons Whole Loan	Serviced	N/A	Note
                                         A-1-1

         
	Note
                                         A-1-2

        Note
        A-2

         
	N/A
	18	CIRE
    Equity Retail & Industrial Portfolio Whole Loan	Non-Serviced	Benchmark
    2019-B12	Note
                                         A-5-1

         
	Note
                                         A-1

        Note
        A-2-1

        Note
        A-2-2

        Note
        A-3

        Note
        A-4

        Note
        A-5-2

        Note
        A-6

         
	N/A



 






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	23	Gatlin
    Retail Portfolio Whole Loan	Serviced	N/A	Note
    A-1	Note
    A-2	N/A
	24	Ambler
    Yards Whole Loan	Serviced	N/A	Note
    A-2	Note
    A-1	N/A
	25	Blackmore
    Marketplace Whole Loan	Serviced	N/A	Note
    A-1	Note
    A-2	N/A
	26	Maui
    Portfolio Whole Loan	Non-Serviced	BBCMS
    2019-C4	Note
    A-2	Note
    A-1	N/A
	29	Landing
    at Fancher Creek Whole Loan	Servicing
    Shift	N/A(1)	Note
    A-2	Note
    A-1	N/A
	33	Courtyard
    by Marriott Secaucus Whole Loan	Serviced	N/A	Note
    A-1	Note
    A-2	N/A
	34	Meidinger
    Tower Whole Loan	Non-Serviced	BBCMS
    2019-C4	Note
    A-2	Note
    A-1	N/A


		(1)	On
                                         and after the related Servicing Shift Securitization Date, the Servicing Shift Whole
                                         Loan will be serviced pursuant to the related Non-Serviced PSA.



 


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


 


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


 


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


 


ARTICLE
I



DEFINITIONS


 


Section 1.01 Defined
Terms.


 


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


 


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


 


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


 


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


 






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


 


“17g-5 Information
Provider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially be located
within the Certificate Administrator’s Website (initially “www.ctslink.com”), under the “NRSRO”
tab on the page relating to this transaction, access to which is limited to the Depositor and any NRSRO that has provided an NRSRO
Certification to the 17g-5 Information Provider.


 


“600 &
620 National Avenue Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 15, 2019,
by and between the holders of the respective promissory notes evidencing the 600 & 620 National Avenue Whole Loan, setting
forth the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“10000 Santa
Monica Boulevard Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of June 4, 2019, by and between
the holders of the respective promissory notes evidencing the 10000 Santa Monica Boulevard Whole Loan, setting forth the relative
rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“AB Control
Appraisal Period”: With respect to a Serviced AB Whole Loan, a “Control Appraisal Period” or equivalent
term under the related AB Intercreditor Agreement.


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan and any holders of any related Pari Passu Companion Loans, relating to the relative rights of such holders
of the related AB Whole Loan, as the same may be further amended in accordance with the terms thereof. For the avoidance of doubt,
the Grand Canal Shoppes Intercreditor Agreement and 10000 Santa Monica Boulevard Intercreditor Agreement are the only AB Intercreditor
Agreements under this Agreement.


 


“AB Major Decision”
With respect to each Serviced AB Whole Loan, a “major decision” or equivalent term under the related AB Intercreditor
Agreement.


 


“AB Modified
Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced
Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced
PSA) 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”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the
Trust Fund. For the avoidance of doubt, the Grand Canal Shoppes Mortgage Loan and the 10000 Santa Monica Boulevard Mortgage Loan
are the only AB Mortgage Loans under this Agreement.


 






    -7-


     


    

 


“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 related AB Mortgaged Property, which is not included in the Trust
and which is subordinate in right of payment to the related 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 Grand Canal Shoppes AB Subordinate
Companion Loan and the 10000 Santa Monica Boulevard AB Subordinate Companion Loan are the only AB Subordinate Companion Loans
under this Agreement.


 


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan. For the avoidance of doubt, the Grand
Canal Shoppes Whole Loan and the 10000 Santa Monica Boulevard Whole Loan are the only AB Whole Loans under this Agreement.


 


“AB Whole Loan
Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Holder”, “Controlling
Noteholder” or similarly defined party identified in the related AB Intercreditor Agreement.


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty
insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties
caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each
case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided
that the Master Servicer (with respect to any Non-Specially Serviced Loan) or the Special Servicer (with respect to any Specially
Serviced Loan) has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard (and (i) unless
a Control Termination Event has occurred and is continuing, with the consent of the Directing Certificateholder and (ii) with
respect to a Specially Serviced Loan, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a)
(in either case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)) (and after a Control
Termination Event has occurred and is continuing, but prior to the occurrence and continuance of a Consultation Termination Event,
(i) after non-binding consultation with the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, and prior
to any related AB Control Appraisal Period, with the consent of the related Serviced AB Whole Loan Controlling Holder to the extent
required under the related Intercreditor Agreement) and (ii) with respect to a Specially Serviced Loan, after consultation


 



    -8-


     


    

 


with the Risk Retention Consultation Party,
in each case as provided in Section 6.08) (other than with respect to any Mortgage Loan that is an Excluded Loan as to
such party)), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at
the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region
in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided, however,
that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder
prior to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) and the Risk Retention
Consultation Party will not have more than ten (10) Business Days to respond to the Master Servicer’s or the Special Servicer’s,
as applicable, request for such consent or consultation, as applicable; provided, further, that upon the Master
Servicer’s or the Special Servicer’s, as applicable, determination, consistent with the Servicing Standard, that exigent
circumstances do not allow the Master Servicer or the Special Servicer, as applicable, to consult with the Directing Certificateholder,
the Risk Retention Consultation Party or any applicable Serviced AB Whole Loan Controlling Holder, as applicable, the Master Servicer
or the Special Servicer, as applicable, is not required to do so. The Master Servicer (at its own expense) and the Special Servicer
(at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


“Actual/360
Mortgage Loans”: The Mortgage Loans that accrue interest on an Actual/360 Basis.


 


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


 


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


 


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


 


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


 


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


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any
of the Mortgage Loans and each Person who is


 



    -9-


     


    

 


not an Affiliate of the Master Servicer,
other than the Special Servicer, who services 10% or more of the Mortgage Loans by unpaid principal balance as of any date of
determination pursuant to ARTICLE XI.


 


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


 


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


 


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


 


“Advisers Act”:
As defined in Section 3.26(q).


 


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


 


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


 


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


 


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


 


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


 


“Ambler Yards
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 28, 2019, by and between the
holders of the respective promissory notes evidencing the Ambler Yards Whole Loan, setting forth the relative rights of such holders,
as the same may be amended in accordance with the terms thereof.


 


“Anticipated
Repayment Date”: With respect to each Mortgage Loan that is an ARD Loan, the date upon which such Mortgage Loan commences
accruing interest at its respective Revised Rate.


 


“Applicable
Fitch Permitted Investment Rating”: (A) in the case of such investments with maturities of thirty (30) days or less,
the short-term debt obligations of which are rated at least “F1” by Fitch or the long-term debt obligations of which
are rated at least “A” by Fitch, and (B) in the case of such investments with maturities of more than thirty (30)
days, the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which
are rated at least “AA-“ by Fitch.


  



    -10-


     


    




 


“Applicable
KBRA Permitted Investment Rating”: (A) in the case of such investments with maturities of 90 days or less, the short-term
debt obligations of which are rated of at least “K3” or the long-term obligations of which are rated at least “BBB-“
and (B) in the case of such investments with maturities greater than 90 days but not more than one year, the short-term debt obligations
of which are rated of at least “K1” or the long-term obligations of which are rated at least “A-“ (in
each case, if then rated by KBRA).


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller
of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC),
and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real estate-related
financial transactions, as amended from time to time. Any Appraisal ordered by the Master Servicer or Special Servicer shall be
performed by an Independent MAI-designated appraiser.


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced
Companion Loan, or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by
the Special Servicer (and, with respect to any Mortgage Loan other than an Excluded Loan as to such party, prior to the occurrence
and continuance of a Consultation Termination Event, in consultation with the Directing Certificateholder and, after the occurrence
and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder and the Operating
Advisor and, after the occurrence and continuance of a Consultation Termination Event, in consultation with the Operating Advisor),
as of the first Determination Date that is at least ten (10) Business Days following the date on which the Special Servicer receives
the related Appraisal or conducts a valuation as described below, equal to the excess of (a) the Stated Principal Balance of that
Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A)
90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special
Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan)
or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs
of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer
(or at the Special Servicer’s election, by one or more MAI appraisals obtained by the Special Servicer) with respect to
any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan,
as the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward
adjustments as the Special


 



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


 



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Administrator and the Trustee. In connection
with any Appraisal Reduction Amount, the Master Servicer shall provide the Special Servicer with the information as set forth
in Section 4.05(c) within four (4) Business Days of its receipt of any such request. The Master Servicer shall not calculate
Appraisal Reduction Amounts.


 


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


 


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


 


Any Appraisal Reduction
Amount in respect of a Non-Serviced Whole Loan and allocable to the related Non-Serviced Mortgage Loan shall be calculated by
the applicable party under, and in accordance with and pursuant to the terms of, the applicable Non-Serviced PSA and shall constitute
an “Appraisal Reduction Amount” under the terms of this Agreement with respect to such Non-Serviced Mortgage Loan.


 


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


 



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Certificates have been reduced to zero.
The Special Servicer shall notify the Master Servicer, the Directing Certificateholder and the Operating Advisor, if applicable,
or the Master Servicer shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having
notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence
of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05.


 


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


 


“Appraised
Value”: (i) 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, or Serviced AB Whole Loan, as applicable, and (ii) with respect to a Non-Serviced Mortgaged Property, the appraised value
allocable thereto, as determined pursuant to the applicable Non-Serviced PSA.


 


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


 


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


 


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


 


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


 


“ASR Consultation
Process”: As defined in Section 3.19(d).


 


“Asset Representations
Reviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors-in-interest.


 


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


 


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


 


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


 


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


 


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


 


“Asset Review”:
A review of the compliance of each Delinquent 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 PP hereto.


 


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


 






    -14-


     


    

 


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


 


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


 


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


 


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


 


“Asset Review
Trigger”: The occurrence of either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more
of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of
any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end of
the applicable Collection Period are Delinquent Loans or (2)(A) prior to and including the second anniversary of the Closing Date,
at least 10 Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal
balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of
all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage
Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period, or (B) after the second
anniversary of the Closing Date, at least fifteen (15) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection
Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate
outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding
to the predecessor Mortgage 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 12.01(a).


 


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


 


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


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument
executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation,
leasing or disposition of all or a portion of such Mortgaged Property, in the form


 



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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”: With respect to any Mortgaged Property, 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 assignment of the Mortgage, which assignment, notice of transfer or equivalent instrument
may be in the form of one or more blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same
jurisdiction, if permitted by law and acceptable for recording.


 


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


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a), in each case in its capacity as authenticating agent, or if any successor authenticating
agent is appointed pursuant to Section 5.02(a), such successor authenticating agent.


 


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


 


(a)              the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including the
portion of Loss of Value Payments deposited into the Collection Accounts 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 Accounts (in each case, exclusive of any
amount on deposit in or credited to any portion of the Collection Accounts that is held for the benefit of the Companion Holders)
as of the close of business on the related P&I Advance Date (inclusive of any amounts transferred to the Distribution Account
on or before such P&I Advance Date), exclusive of (without duplication):


 






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


 


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


 


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


 


(iv)          with
respect to the Actual/360 Mortgage Loans and any Distribution Date occurring in (1) each February or (2) any January in a year
that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to
the related Withheld Amount to the extent those funds are on deposit in the Collection Account;


 


(v)           all
Excess Interest allocable to the Mortgage Loans;


 


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


 


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


 


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


 


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


 


(c)          the
aggregate amount of any (i) Compensating Interest Payments made by the Master Servicer in respect of the Mortgage Loans with respect
to such Distribution Date pursuant to Section 3.17(a) and (ii) P&I Advances made by the Master Servicer or the Trustee,
as applicable, with respect to the Distribution Date (net of the related Certificate Administrator Fee, Operating Advisor Fee,
Asset Representations Reviewer Fee and CREFC® Intellectual Property Royalty License Fee with respect to the Mortgage
Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05;


 






    -17-


     


    

 


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


 


(e)          the
Gain-on-Sale Remittance Amount for such Distribution Date.


 


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


 


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


 


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


 


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


 


“Base Interest
Fraction”: As defined in Section 4.01(e).


 


“BBCMS 2019-C4
PSA”: That certain pooling and servicing agreement, dated as of August 1, 2019 among Barclays Commercial Mortgage Securities
LLC, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and
Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, as from time to time amended, supplemented
or modified relating to the issuance of the BBCMS Mortgage Trust 2019-C4 Commercial Mortgage Pass Through Certificates, Series
2019-C4.


 


“Blackmore
Marketplace Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of September 25, 2019, by
and between the holders of the respective promissory notes evidencing the Blackmore Marketplace Whole Loan, setting forth the
relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“Benchmark
2019-B12 PSA”: That certain pooling and servicing agreement, dated as of August 1, 2019 among Citigroup Commercial Mortgage
Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland
Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors,
LLC, each as a special servicer as described therein, Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer, as from time to time amended, supplemented or modified relating to the issuance of the


 



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Benchmark 2019-B12 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2019-B12.


 


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


 


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


 


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan
Lender, (a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager or Accelerated
Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests
in such borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in
Exhibit C of the related Mortgage Loan Purchase Agreement.


 


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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2019-C17, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed
hereunder. Wells Fargo Bank, National Association shall perform the certificate administrator role through its Corporate Trust
Services division.


 


“Certificate
Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this


 



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Agreement; provided that the Certificate
Administrator Fee includes the Trustee Fee, and the Certificate Administrator shall pay the Trustee Fee to the Trustee.


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00867%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (excluding any Companion Loan) as of the preceding Distribution Date. The Certificate
Administrator Fee includes the Trustee Fee.


 


“Certificate
Administrator’s Website”: The Certificate Administrator’s Internet website, which shall initially be located
at “www.ctslink.com”.


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates, (i) on or prior to the first Distribution Date,
an amount equal to the Original Certificate Balance of such Class of Principal Balance Certificates and (ii) as of any date of
determination after the first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates on the
Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).


 


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


 


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


 


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


 


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


 



    -20-


     


    

 


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, any Mortgage Loan Seller
or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any way increase
its compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an
Asset Review (with respect to an Asset Review and any Mortgage Loan Seller, solely with respect to any related Mortgage Loan subject
to the Asset Review); provided, further, that so long as there is no Servicer Termination Event with respect to
the Master Servicer or the Special Servicer, as applicable, the Master Servicer and the Special Servicer or any such Affiliate
thereof 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 any
Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate
of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator that has provided an
Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of
information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
as applicable. 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. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the
application of Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal
Balance Certificates on an aggregate basis.


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 






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“CIRE Equity
Retail & Industrial Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of
July 11, 2019, by and between the holders of the respective promissory notes evidencing the CIRE Equity Retail & Industrial
Portfolio Whole Loan, setting forth the relative rights of such holders, as the same may be amended in accordance with the terms
thereof.


 


“Class”:
With respect to any Certificates, all of the Certificates bearing the same alphanumeric Class designation. Each designated Lower-Tier
Regular Interest shall be a Class.


 


“Class A Certificate”:
Any Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 or Class A-S Certificate.


 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.0064%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.3125%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.6686%.


 


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


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.9210%.


 


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


 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.2034%.


 






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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.8655%.


 


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


 


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


 


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3952%.


 


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


 


“Class C Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.7582% and (ii) the
Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.5000%.


 


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


 


“Class E Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.5000%.


 


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


 


“Class F Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.6852%.


 






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


 


“Class G Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.6852%.


 


“Class LA1
Uncertificated Interest”, “Class LA2 Uncertificated Interest”, “Class LASB Uncertificated
Interest”, “Class LA3 Uncertificated Interest”, “Class LA4 Uncertificated Interest”,
“Class LAS Uncertificated Interest”, “Class LB Uncertificated Interest”, “Class
LC Uncertificated Interest”, “Class LD Uncertificated Interest”, “Class LE Uncertificated
Interest”, “Class LF Uncertificated Interest”, “Class LG Uncertificated Interest”
and “Class LNR-RR Uncertificated Interest”: Each, 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.


 


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


 


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


 


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


 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-4 hereto, and evidencing
the sole class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 


“Class X Certificates”:
The Class X-A, Class X-B, Class X-D, Class X-F and Class X-G Certificates, as the context may require.


 


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


 


“Class X-A
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates
(other than the Class A-S Certificates).


 


“Class X-A
Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through
Rates of the Class A Certificates (other than the Class A-S Certificates) for such Distribution Date, weighted on the basis of
their respective Certificate Balances immediately


 



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prior to the Distribution Date. The Pass-Through
Rate applicable to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary
Statement hereto.


 


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


 


“Class X-B
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-S, Class
B and Class C Certificates.


 


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


 


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


 


“Class X-D
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class D and Class
E Certificates.


 


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


 


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


 


“Class X-F
Notional Amount”: As of any date of determination, the Certificate Balance of the Class F Certificates.


 


“Class X-F
Pass-Through Rate”: The Pass-Through Rate for Class X-F Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the
Class F Certificates. The Pass-Through Rate applicable to the Class X-F Certificates for the initial Distribution Date shall be
the rate set forth in the Preliminary Statement hereto.


 






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


 


“Class X-G
Notional Amount”: As of any date of determination, the Certificate Balance of the Class G Certificates.


 


“Class X-G
Pass-Through Rate”: The Pass-Through Rate for Class X-G Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the
Class G Certificates. The Pass-Through Rate applicable to the Class X-G Certificates for the initial Distribution Date shall be
the rate set forth in the Preliminary Statement hereto.


 


“Class Z Certificate”:
Each of the Certificates executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit
A-3 and designated as a Class Z Certificate, and evidencing undivided beneficial ownership of the Class Z Specific Grantor
Trust Assets.


 


“Class Z Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest, related amounts in the Excess
Interest Distribution Account and the proceeds thereof.


 


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


 


“Clearstream”:
Clearstream Banking, S.A. or any successor thereto.


 


“Closing Date”:
On or about October 15, 2019.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“Collateral
Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, shall be an amount, calculated
by the Special Servicer, equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account
the related junior note(s) and any pari passu notes included therein), over (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 (or in the
calculation of any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the
lender as of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the
time the Mortgage Loan became (and as part of the modification related thereto) 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


 



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information is received by the Special
Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause
(y) and solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount)
held by the lender in respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance
of doubt, will be determined separately from and exclude any related Appraisal Reduction Amounts. The Certificate Administrator
and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of
any Collateral Deficiency Amount.


 


With respect to any
Collateral Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant
to Section 4.05(a), the Appraised Value for the related Mortgaged Property determined in connection with this definition
shall be determined on an “as-is” basis. The Master Servicer shall not calculate any Collateral Deficiency Amount.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank,
National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of
the registered holders of UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17,
Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement
and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage
Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section
3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds
on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust, any Trust REMIC or
the Grantor Trust.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan (including any Companion Loan), the period beginning
with the day after the Determination Date in the month preceding the month in which such Distribution Date occurs (or, in the
case of the first Distribution Date, commencing immediately following the Cut-off Date) and ending with the Determination Date
occurring in the month in which such Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of
a Collection Period is not a Business Day, any Periodic Payments received with respect to Mortgage Loans (including any periodic
payments for 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
Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall
be entitled “Wells Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion
Noteholders of the Serviced Companion Loans, relating to the UBS


 



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Commercial Mortgage Trust 2019-C17, Commercial
Mortgage Pass-Through Certificates, Series 2019-C17, Companion Distribution Account”. The Companion Distribution Account
shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent
on behalf of the Serviced Companion Noteholders. Any such account shall be an Eligible Account. Notwithstanding the foregoing,
if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount
referenced in the third paragraph of Section 3.04(b).


 


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


 


“Companion
Loan(s)”: With respect to any Mortgage Loan, any other mortgage loan that is not included in the Trust but is secured
by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan. With
respect to each Whole Loan, the Pari Passu Companion Loan(s) and the AB Subordinate Companion Loan(s) (if any) are evidenced by
the promissory notes opposite such Whole Loan, set forth in the chart entitled “Whole Loans” in the Preliminary Statement,
as such promissory notes may be further divided.


 


“Companion
Loan Rating Agency”: Any NRSRO rating any class of Serviced Pari Passu Companion Loan Securities.


 


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


 


“Compensating
Interest Payments”: With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced
Pari Passu Companion Loan, an aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of
Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage
Loans (other than Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any
Specially Serviced Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed
a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that
portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other
than any Non-Serviced Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid
for such Collection Period, calculated at a rate of 0.00125% per annum, (B) all Prepayment Interest Excesses received by
the Master Servicer during such Collection Period with respect to such Mortgage Loans (other than the Non-Serviced Mortgage Loans)
(and, so long as a Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan) subject to such
prepayment and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to the Master Servicer
for such Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other
than the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment.
In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.
However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of


 



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the Master Servicer allowing the related
Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding
Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan
documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in
such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing
Standard, (Y)(i) at the request or with the consent of the Special Servicer or, (ii) for so long as no Control Termination Event
has occurred and is continuing and, other than with respect to an Excluded Loan as to the Directing Certificateholder, at the
request or with the consent of the Directing Certificateholder, or (Z) in connection with the payment of any Insurance and Condemnation
Proceeds, unless the Master Servicer did not apply the Insurance and Condemnation Proceeds in accordance with the terms of the
related Mortgage Loan documents and such failure causes the shortfall), then for purposes of calculating the Compensating Interest
Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate
amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in
connection with such Prohibited Prepayments. The Master Servicer will not be required to make any Compensating Interest Payment
as a result of any prepayments on an AB Subordinate Companion Loan related to a Serviced AB Whole Loan.


 


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


 


“Consultation
Termination Event”: At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without
regard to the application of any Cumulative Appraisal Reduction Amounts or (ii) a Holder of the Class NR-RR Certificates is the
majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of
the Controlling Class Certificateholder, and such rights have not been reinstated to a successor controlling class certificateholder
pursuant to Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation
of clause (ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of Class NR-RR Certificates
that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided,
further, that no Consultation Termination Event may occur with respect to a Loan-Specific Directing Certificateholder related
to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to a Loan-Specific
Directing Certificateholder related to such Servicing Shift Whole Loan; and provided, further that a Consultation
Termination Event shall not be deemed continuing in the event that the Certificate Balances of the Certificates other than the
Control Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans.


 


“Consumer Price
Index for All Urban Consumers”: The “Consumer Price Index for All Urban Consumers” as published by the U.S.
Department of Labor.


 


“Control Eligible
Certificates”: Any of the Class NR-RR Certificates.


 






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“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class NR-RR Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.05(a)) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class NR-RR
Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise
any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling
class certificateholder pursuant to Section 3.23(l), provided that no Control Termination Event may occur with respect
to a Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Control Termination
Event” shall not be applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan;
and provided, further, that a Control Termination Event shall not be deemed continuing in the event that the Certificate
Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of the allocation
of principal payments on the Mortgage Loans.


 


“Controlling
Class”: As of any date of determination, the Class NR-RR Certificates for so long as such Class has a then-outstanding
aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance
with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class; provided, however,
that if at any time the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced
to zero as a result of the allocation of principal payments on the Mortgage Loans, then the Controlling Class shall be the Class
NR-RR Certificates for so long as such Class has a Certificate Balance greater than zero without regard to any Cumulative Appraisal
Reduction Amounts. The Controlling Class as of the Closing Date will be the Class NR-RR Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Depositor, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor or, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder, may from time to time request (the cost of which being an expense of the Trust) that the
Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and the
Certificate Administrator shall promptly provide such list without charge to such Depositor, Trustee, Master Servicer, Operating
Advisor or Special Servicer, as applicable. The Trustee, the Master Servicer, the Special Servicer and the Operating Advisor shall
be entitled to rely on any such list so provided.


 


“Conveyed Property”:
As defined in Section 2.01(a).


 


“Courtyard
by Marriott Secaucus Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 13, 2019, by
and between the holders of the respective promissory notes evidencing the Courtyard by Marriott Secaucus Whole Loan, setting forth
the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 






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“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, 600
South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer
Services – UBS 2019-C17; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington, Delaware 19890, Attention:
CMBS Trustee UBS 2019-C17; and (iii) for all other purposes, to the 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services (CMBS), UBS Commercial Mortgage Trust 2019-C17.


 


“Corrected
Loan”: Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic Payments
(for such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable,
whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor),
and (provided that no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or Companion Loan
during such preceding three (3) months, no additional default is foreseeable in the reasonable judgment of the Special Servicer
and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute
a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to Section
3.19(a).


 


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


 


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


 


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


 


“CREFC®
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


 



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therein, or such other form for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Loan (excluding any
Companion Loan), a rate equal to 0.00050% per annum.


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time
as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor
Reporting Package contains eight (8) electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan
Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer Loan File
and (8) CREFC® Schedule AL File) and nine (9) surveillance reports ((1) CREFC® Servicer Watch List,
(2) CREFC® Delinquent Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC®
Comparative Financial Status Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet,
(8) CREFC® Loan Level Reserve/LOC Report, and (9) with respect to Mortgage Loans that have a Companion Loan, as
applicable, the CREFC® Total Loan Report). In addition, the CREFC® Investor Reporting Package shall
include the CREFC® Advance Recovery Report. In addition, the CREFC® Investor Reporting Package shall
include the following ten (10) templates: (1) CREFC® Appraisal Reduction Template, (2) CREFC® Servicer
Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral
Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC®
Interest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Template, (8) CREFC® Loan
Liquidation Template, (9) CREFC® REO Liquidation Template and (10) CREFC® Servicer Remittance to
Certificate Administrator Template. The CREFC® Investor Reporting Package shall be substantially in the form of,
and containing the information called for in, the downloadable forms of the “CREFC® IRP” available
as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional information or reports as may from time to time be approved by the CREFC® for commercial mortgage
backed securities transactions generally. For the purposes of the production of the CREFC® Comparative Financial
Status Report by the Master Servicer or the Special Servicer of any such report that is required to state information for any
period prior to the Cut-off Date, the Master Servicer or the Special Servicer, as the case may be, may conclusively rely (without
independent verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by the related
Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the Special Servicer (if other than the Master
Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the Special Servicer, by the Master Servicer
(if other than the Special Servicer or an Affiliate thereof).


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially
Serviced Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the
CREFC® in the “CREFC® Servicer Watch List” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for
the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 






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


 


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


 


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


 


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


 


“Crossed Mortgage
Loan Group”: With respect to (i) any mortgage loan that consists of more than one commercial mortgage loan, the underlying
group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two (2) or more individual mortgage
loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted mortgage
loans. For the avoidance of doubt, there is no Crossed Mortgage Loan Group under this Agreement.


 


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, a mortgage loan that is cross-collateralized and cross-defaulted
with one or more other mortgage loans within such Crossed Mortgage Loan Group. For the avoidance of doubt, there is no Crossed
Underlying Loan under this Agreement.


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of
the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage
Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans”
and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying Loans for the four
(4) most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the least of (a)
0.10x below the debt service coverage ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying Loan(s))
set forth in Annex A-1 to the Prospectus, (b) the debt service coverage ratio for the Crossed Mortgage Loan Group (including the
affected Crossed Underlying Loan(s)) for the four (4) preceding calendar quarters preceding the repurchase or replacement and
(c) 1.25x, (ii) the loan-to-value ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase or
substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan


 



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Seller shall not be greater than the greatest
of (a) the loan-to-value ratio, expressed as a whole number percentage (taken to one (1) decimal place), for the entire Crossed
Mortgage Loan Group, (including the affected Crossed Underlying Loan(s)) set forth in Annex A-1 to the Prospectus plus 10%,
(b) the loan-to-value ratio, expressed as a whole number percentage (taken to one (1) decimal place), for the entire such Crossed
Mortgage Loan Group, including the affected Crossed Underlying Loan(s) at the time of repurchase or substitution, and (c) 75%,
(iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with
an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not
cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not
cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution
or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining
in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan
removed from the Trust) and (v) (other than with respect to an Excluded Loan with respect to the Directing Certificateholder or
the Holder of the majority of the Controlling Class) unless a Control Termination Event has occurred and is continuing, the Directing
Certificateholder shall have consented to the repurchase or substitution of the affected Crossed Underlying Loan, which consent
shall not be unreasonably withheld, conditioned or delayed.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination for any Mortgage Loan, 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 Master
Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation
or determination of any Cumulative Appraisal Reduction Amount with respect to a Mortgage Loan (other than a Non-Serviced Mortgage
Loan). With respect to a Non-Serviced Mortgage Loan, the Special Servicer and the Certificate Administrator shall be entitled
to conclusively rely on the applicable Non-Serviced Special Servicer’s calculation of any Appraisal Reduction Amount with
respect to such Non-Serviced Mortgage Loan.


 


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


 


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


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or (except to the extent Wells Fargo Bank, National
Association is the Custodian) an Affiliate of any of them. The Certificate Administrator shall be the initial Custodian. Wells
Fargo Bank, National Association will perform its duties as Custodian hereunder through its Document Custody division.


 


“Cut-off Date”:
With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in October 2019, or with respect to any Mortgage
Loan that has its first Due Date after October 2019, the date that would have otherwise been the related Due Date in October 2019.


 






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


 


“DBRS”:
DBRS, Inc., and its successors in interest. If neither DBRS 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 Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of DBRS herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


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


 


“Defaulted
Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at
least sixty (60) days in respect of its Periodic Payments (other than a Balloon Payment) or delinquent in respect of its Balloon
Payment, if any; provided that in respect of a Balloon Payment, such period will be one hundred-twenty (120) days if the
related Mortgagor has provided the Special Servicer with a written and fully executed commitment for refinancing of the related
Mortgage Loan from an acceptable lender reasonably satisfactory in form and substance to the Special Servicer; and, in either
case, such delinquency is to be determined without giving effect to any Grace Period permitted by the related Mortgage or Mortgage
Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the Special
Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related
Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted Loan”.


 


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


 


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


 


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and
Additional Servicer retained by it (other than an Initial Sub-Servicer), any item (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 XI of this Agreement that
does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and
the rules and regulations promulgated thereunder.


 






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


 


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


 


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


 


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


 


“Depositor”:
UBS Commercial Mortgage Securitization Corp., a Delaware corporation, or its successor in interest.


 


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


 


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


 


“Designated
Site”: The website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers.


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the
eleventh (11th) calendar day of that month is not a Business Day, then the next Business Day), commencing in November
2019.


 


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


 






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


 


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


 


(ii)          the
Mortgage, together with a copy of any intervening Assignments of Mortgage, in each case, with evidence of recording indicated
thereon or certified to have been submitted for recording (if in the possession of the applicable Mortgage Loan Seller);


 


(iii)          any
related Assignment of Leases and of any intervening Assignments (if such item is a document separate from the Mortgage), in each
case, with evidence of recording indicated thereon or certified to have been submitted for recording (if in the possession of
the applicable Mortgage Loan Seller);


 


(iv)          all
modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or
provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


 


(v)          the
policy or certificate of lender’s title insurance issued in connection with the origination of such Mortgage Loan, or, if
such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that
has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding
escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;


 


(vi)          any
UCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller;


 


(vii)          any
Intercreditor Agreement relating to permitted debt of the Mortgagor, including any intercreditor agreement relating to a Serviced
Whole Loan;


 


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


 


(ix)          any
ground lease, related ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;


 






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(x)          any
property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xi)          any
franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect
to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor
of the transfer of a Mortgage Loan or Serviced Whole Loan;


 


(xii)          any
lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xiii)          any
related mezzanine intercreditor agreement;


 


(xiv)          all
related environmental reports; and


 


(xv)          all
related environmental insurance policies;


 


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


 


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


 


(d)          for
any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance
agreements delivered to the related Mortgage Loan Seller;


 


(e)          a
copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel
that are privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with
the closing of the related Mortgage Loan;


 


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


 


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


 


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


 


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


 


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


 






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(k)          a
copy of all zoning reports;


 


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


 


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


 


(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of any origination settlement statement;


 


(r)          a
copy of the Insurance Summary Report;


 


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


 


(t)          unless
already included in the origination settlement statement, a copy of all escrow statements related to the escrow account balances
as of the Mortgage Loan origination date;


 


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


 


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


 


(w)          a
copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties;


 


in each case, to the extent that the related
originator received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified
above were not included in connection with the origination of such Mortgage Loan (other than documents that would not be included
in connection with the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage
Loan of that structure or type), the Diligence File shall include a statement to that effect. No information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications or credit underwriting
analysis shall constitute part of the Diligence File. It is generally not required to include any of the same items identified
above again if such items have already been included under another clause of the definition of Diligence File, and the Diligence
File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other
documents as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations
Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.


 






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“Directing
Certificateholder”: (A) With respect to a Servicing Shift Whole Loan, the Directing Certificateholder shall be the related
Loan-Specific Directing Certificateholder, and (B) with respect to each Mortgage Loan (other than any Servicing Shift Mortgage
Loan), the initial Directing Certificateholder shall be RREF III-D UBSCM 2019-C17 MOA-HRR, LLC. Thereafter, the Directing Certificateholder
contemplated by clause (B) of the prior sentence shall be the Controlling Class Certificateholder (or a representative
thereof) selected by more than 50% of the Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate
Registrar) from time to time; provided, however, that (i) absent that selection, or (ii) until a Directing Certificateholder
is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance,
that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided,
however, that, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate
Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms
of this Agreement. After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder,
as described in clause (B) of the first sentence of this definition, shall only retain its consultation rights to the extent
specifically provided for herein. After the occurrence of a Consultation Termination Event, there will be no such Directing Certificateholder,
as described in clause (B) of the first sentence of this definition. The Depositor shall promptly provide the name and
contact information for the initial Directing Certificateholder upon request of any party to this Agreement and any such requesting
party may conclusively rely on the name and contact information provided by the Depositor. In the event the Controlling Class
Certificateholder has elected to irrevocably waive its right to appoint a Directing Certificateholder (that is not a Loan-Specific
Directing Certificateholder) or to exercise any of the rights of the Controlling Class Certificateholder, there will be no such
Directing Certificateholder and no party will be entitled to exercise any of the rights of the Directing Certificateholder until
such time as a Controlling Class Certificateholder is reinstated pursuant to Section 3.23(l) and a new Directing Certificateholder
is appointed in accordance with the terms hereof. The Certificate Administrator and the other parties hereto shall be entitled
to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a
replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class (as confirmed
by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder.


 


“Directing
Holder Approval Process”: As defined in Section 3.19(d).


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy
only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property,
the holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted
by the Trust or on behalf of a Companion Holder or the performance of any construction work on the REO Property other than through
an Independent Contractor; provided, however, that an REO Property shall not be considered to be Directly Operated
solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters
into or


 



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renews leases, deals with taxes and insurance
or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with
Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,
in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained
by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor,
any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any such
Mortgage Loan or Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of such Mortgage
Loan or Serviced Companion Loan, the management or disposition of any REO Property, and the performance by the Special Servicer
or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate
Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11 of this Agreement or any
Non-Serviced PSA.


 


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


 


“Discount Rate”:
As defined in Section 4.01(e).


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii)
any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric
and telephone cooperatives described in


 



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Section 1381(a)(2)(C) of the Code and
(v) any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided
to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding
of an Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC to fail to qualify as a REMIC at
any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in November 2019. The initial Distribution
Date shall be November 18, 2019.


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the CREFC® Schedule AL File and the Schedule AL Additional File, XML format
or such other format as mutually agreed to between the Depositor, Certificate Administrator and the Master Servicer and (b) any
report,


 



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file or document other than those listed
in clause (a) above, any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term unsecured
debt obligations or deposits of which are rated at least “A2” by Moody’s, if the deposits are to be held in
such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of
not less than “P-1” from Moody’s, if the deposits are to be held in such account for less than thirty (30) days
and (B) the long-term unsecured debt obligations or deposits of which are rated at least “A” by Fitch (to the extent
rated by Fitch), if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations
or deposits of which have a short-term rating of not less than “F1” from Fitch (to the extent rated by Fitch), if
the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells
Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt or deposit
rating shall be at least “A2” from Moody’s and “A-“ from Fitch (to the extent rated by Fitch) (if
the deposits are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s short-term
deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s and “F2” from Fitch
(to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less) or such other rating
confirmed in a Rating Agency Confirmation); (iii) an account or accounts maintained with KeyBank National Association so long
as KeyBank National Association’s, as applicable, long-term unsecured debt or deposit rating shall be at least “A2”
from Moody’s and “A-” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account
for more than thirty (30) days) or KeyBank National Association’s short term deposit or short term unsecured debt rating
shall be at least “P-1” from Moody’s and “F2” from Fitch (to the extent rated by Fitch) (if the
deposits are to be held in the account for thirty (30) days or less) or such other rating confirmed in a Rating Agency Confirmation);
(iv) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the
applicable clause, would be listed in clause (i), (ii) or (iii) above, with respect to which a Rating Agency
Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not
satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator, the
Trustee, the Master Servicer or the Special Servicer; (v) any other account or accounts not listed in clause (i), (ii)
or (iii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency
and a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer; or (vi) a segregated trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating
of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days)
or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the
account for thirty (30) days or less) and that, in either case, has


 



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corporate trust powers, acting in its
fiduciary capacity, provided that any state chartered depository institution or trust company is subject to regulation
regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible
Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer
on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, DBRS or Morningstar and that has not been a special servicer,
operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P, DBRS
and Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction
citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations reviewer, as
applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties set
forth in Section 6.01(d), (c) is not (and is neither affiliated nor Risk Retention Affiliated with) a Sponsor, a Mortgage
Loan Seller, an originator, the Master Servicer, the Special Servicer, the Depositor, any Subsequent Third Party Purchaser, the
Retaining Parties, the Certificate Administrator, the Trustee, the Directing Certificateholder, the Risk Retention Consultation
Party or any of their respective Affiliates or Risk Retention Affiliates, (d) has not performed (and is not affiliated with any
party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to
any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller,
any Underwriter, any party to this Agreement, the Directing Certificateholder, the Risk Retention Consultation Party or any of
their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection with
any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any
Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial
interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset Representations
Reviewer (or as Operating Advisor, if applicable).


 


“Eligible Operating
Advisor”: An entity (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 a 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 or other relevant concerns with the Operating Advisor
in its capacity as the special servicer or operating advisor, as applicable, as the sole or a material factor in such rating action;
(b) that can and will make the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of
this Agreement; (c) that is not (and is neither affiliated nor Risk Retention Affiliated with) the Depositor, the Trustee, a Borrower
Party, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder,
the Retaining Sponsor, the Retaining Parties, any Subsequent Third Party Purchaser, the Risk Retention Consultation Party or a
depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization
of a Companion Loan, or any of their respective Affiliates or 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


 



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recommendation for replacement of a successor
special servicer to become the special servicer under this Agreement; (e) that (i) has been regularly engaged in the business
of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience
in collateral analysis and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset
management and experience in the workout and management of distressed commercial real estate assets; and (f) that does not directly
or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates,
any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in
the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and 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 Section 2.03 to enforce the rights of the Trust against
the related Mortgage Loan Seller with respect to the Repurchase Request.


 


“Enforcing
Servicer”: The Special Servicer.


 


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


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for
any environmental problems relating to the related Mortgaged Property.


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class Z or Class R Certificate) that does not meet the requirements of Prohibited
Transaction Exemption 2013-08 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate
by a Plan. As of the Closing Date, each of the Class X-F, Class X-G, Class F, Class G and Class NR-RR Certificates is an ERISA
Restricted Certificate.


 


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


 


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


 


“Excess Interest”:
With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable to the Excess
Rate, including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage Loan


 



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documents. The Excess Interest shall not
be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess Interest
Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that are designated
as evidencing an interest in the Excess Interest Grantor Trust Assets. For the avoidance of doubt, the Class Z Certificates will
be Excess Interest Certificates.


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be
entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage
Pass-Through Certificates, Series 2019-C17, Excess Interest Distribution Account”, and which must be an Eligible Account
(or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the
Holders of the Excess Interest Certificates. The Excess Interest Distribution Account shall not be an asset of either Trust REMIC,
but rather shall be an asset of the Grantor Trust. 


 


“Excess Interest
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest, the Excess Interest Distribution
Account and the proceeds thereof. 


 


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular
modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee,
an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to
the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor
Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the
prior twelve (12) months of such modification, waiver, extension or amendment, but only to the extent those fees have not previously
been deducted from a Workout Fee or Liquidation Fee.


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment
of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional
expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or
reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously
incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding
clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to the Master Servicer
and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor (taken in
the aggregate


 



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with any other Excess Modification Fees
collected and earned by such Person from the related Mortgagor within the prior twelve (12) months of the collection of the current
Excess Modification Fees) will be subject to a cap of 1.00% of the outstanding principal balance of the related Mortgage Loan
or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment (after
giving effect to such modification, extension, waiver or amendment) with respect to any Mortgage Loan or Serviced Whole Loan,
as applicable.


 


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


 


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


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any Controlling
Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan. Promptly
upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder becoming an “Excluded
Controlling Class Holder”, the Directing Certificateholder or Controlling Class Certificateholder, as applicable, shall
provide notice in the form of Exhibit P-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 13.05
of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject 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 P-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 Directing Certificateholder
or any Controlling Class Certificateholder is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan or Whole Loan is
not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also not an Excluded Loan as to either the Directing
Certificateholder or the Holder of the majority of the Controlling Class. As of the Closing Date, there are no Excluded Controlling
Class Loans related to the Trust.


 






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


 


“Excluded Loan”:
(a) With respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, a Mortgage Loan or
Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder or the Holder of the majority
of the Controlling Class is a Borrower Party, or (b) with respect to the Risk Retention Consultation Party or the Holder of the
majority of the VRR Interest, a Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Risk Retention
Consultation Party or the Holder of the majority of the VRR Interest is a Borrower Party. For the avoidance of doubt, any Excluded
Loan as to either the Directing Certificateholder or the Holder of the majority of the Controlling Class is also an Excluded Controlling
Class Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


“Excluded Special
Servicer”: With respect to any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower
Party and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in Section 7.01(g).
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 or any Appraisal Reduction Amount calculations delivered pursuant to
Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the Master Servicer or the
applicable Excluded Special Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance, or such other information and reports designated as


 



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Excluded Special Servicer Information
by the applicable Excluded Special Servicer, the Master Servicer or the Operating Advisor, as applicable, in each case, other
than information with respect to such Excluded Special Servicer Loan(s) that is aggregated with information with respect to the
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) and any Schedule AL Additional File 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 is a Borrower Party. For the avoidance of doubt, there are no Excluded Special Servicer Loans related to the
Trust as of the Closing Date.


 


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


 


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


 


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


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, the initial Asset Status Report (together with such other
data or supporting information provided by the Special Servicer to the Directing Certificateholder, the Risk Retention Consultation
Party or the AB Whole Loan Controlling Holder that does not include any communication (other than the related Asset Status Report)
between the Special Servicer and the Directing Certificateholder or the Risk Retention Consultation Party with respect to such
Specially Serviced Loan or between the Special Servicer and the AB Whole Loan Controlling Holder with respect to an AB Whole Loan)
required to be delivered by the Special Servicer by the Initial Delivery Date or any Subsequent Asset Status Report, in each case,
in the form fully approved or deemed approved, if applicable, by the Directing Certificateholder pursuant to the Directing Holder
Approval Process or following completion of the ASR Consultation Process, as applicable, or by the AB Whole Loan Controlling Holder
(to the extent required by the terms of the related AB Intercreditor Agreement). For the avoidance of doubt, the Special Servicer
may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in accordance with the procedure
described Section 3.19(d). Each Final Asset Status Report will be labeled or otherwise identified as being final.


 


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


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
(if related to a Mortgage Loan other than an Excluded Loan as to such party and made prior to the occurrence and continuance of
a Consultation Termination Event), with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected
Loan or REO Property (other than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage
Loan Sellers pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person
pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the
Master Servicer, the Special Servicer, the Holders of


 



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the Controlling Class, or the Holders
of the Class R Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation
Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which
judgment was exercised without regard to any obligation of the Special Servicer to make payments from its own funds pursuant to
Section 3.07(b), will ultimately be recoverable. With respect to all Mortgage Loans that are not Excluded Loans with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance
of any Control Termination Event, the Directing Certificateholder shall have ten (10) Business Days to review and approve each
such recovery determination by the Special Servicer; provided, however, that if the Directing Certificateholder
fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination,
such consent shall be deemed given.


 


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


 


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


 


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


 


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


 


“Gain-on-Sale
Entitlement Amount”: With respect to each Distribution Date, an amount equal to the aggregate amount of (i) the sum
of (a) the aggregate portion of the Interest Distribution Amount for each Class of Regular Certificates that would remain unpaid
as of the close of business on such Distribution Date, and (b) the amount by which the Principal Distribution Amount exceeds the
aggregate amount that would actually be distributed on the such Distribution Date in respect of such Principal Distribution Amount,
and (ii) any Realized Losses outstanding immediately after such Distribution Date, in each case, to the extent such amounts would
occur on such Distribution Date or would be outstanding immediately after such Distribution Date, as applicable, without the inclusion
of the Gain-on-Sale Remittance Amount as part of the definition of Available Funds.


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which
Liquidation Proceeds were received. Gain-on-Sale Proceeds shall exclude any amounts allocated as a Yield Maintenance Charge, Prepayment
Premium, recovery of any late payment charges and default interest or recovery of any assumption fees and Modification Fees pursuant
to Sections 3.02(a) – (c).


 






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“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 Gain-on-Sale Entitlement Amount.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2019-C17,
Commercial Mortgage Pass-Through Certificates, Series 2019-C17, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


“Gatlin Retail
Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 13, 2019, by and between
the holders of the respective promissory notes evidencing the Gatlin Retail Portfolio Whole Loan, setting forth the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“Global Data
Center Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 15, 2019, by and between
the holders of the respective promissory notes evidencing the Global Data Center Whole Loan, setting forth the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


“Grand Canal
Shoppes Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of July 3, 2019, by and between
the holders of the respective promissory notes evidencing the Grand Canal Shoppes Whole Loan, setting forth the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 






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“HRR Retaining
Party”: RREF III-D UBSCM 2019-C17 MOA-HRR, LLC and any Subsequent Third Party Purchaser, in each case for so long as
it holds one or more Risk Retention Certificates.


 


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.31.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.31.


 


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.31.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.31.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone
or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates
thereof, (ii) does not have any material direct financial interest in or any material indirect financial interest in any of the
Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone
or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate
thereof and (iii) is not connected with the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special
Servicer, the Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant
matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset
Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Trustee,
the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the
Risk Retention Consultation Party, the Companion Holders or any Affiliate thereof merely because such Person is the beneficial
owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder, the
Risk Retention Consultation Party, the Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership
constitutes less than 1% of the total assets of such Person. For the avoidance of doubt, the exception in the proviso above for
ownership of 1% or less of any Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations
Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test
set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any


 



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Class of Certificates, or such other interest
in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, any Companion Holder or the Trust, delivered to the Trustee, any Companion Holder, the Certificate
Administrator and the Master Servicer), so long as the Trust does not receive or derive any income from such Person and provided
that the relationship between such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations
Section 1.856-4(b)(5) (except that 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 has been delivered to the Trustee and the
Certificate Administrator to that effect) or (ii) any other Person (including the Master Servicer or the Special Servicer) upon
receipt by the Trustee, the Certificate Administrator, the Operating Advisor and the Master Servicer of an Opinion of Counsel,
which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor or the
Trust, to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to
cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


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


 


“Initial Purchasers”:
UBS Securities LLC, Wells Fargo Securities, LLC, Drexel Hamilton, LLC, Academy Securities, Inc, Bancroft Capital, LLC and Brean
Capital, LLC.


 


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


 


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


 


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


 


“Initial Sub-Servicer”:
With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing Date,
the Sub-Servicer


 



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under any such Sub-Servicing Agreement.
As of the Closing Date, each entity listed on Exhibit EE is an Initial Sub-Servicer.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Intercreditor
Agreement”: (a) Each of the Grand Canal Shoppes Intercreditor Agreement, the Phoenix Industrial Portfolio II Intercreditor
Agreement, the 600 & 620 National Avenue Intercreditor Agreement, the 10000 Santa Monica Boulevard Intercreditor Agreement,
the Global Data Center Intercreditor Agreement, The Chantilly Office Portfolio Intercreditor Agreement, the Smoke Tree Village
and Smoke Tree Commons Intercreditor Agreement, the CIRE Equity Retail & Industrial Portfolio Intercreditor Agreement, the
Gatlin Retail Portfolio Intercreditor Agreement, the Ambler Yards Intercreditor Agreement, the Blackmore Marketplace Intercreditor
Agreement, the Maui Portfolio Intercreditor Agreement, the Landing at Fancher Creek Intercreditor Agreement, the Courtyard by
Marriott Secaucus Intercreditor Agreement and the Meidinger Tower Intercreditor Agreement, (b) any intercreditor agreement entered
into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness
or any future mezzanine indebtedness permitted under the related Mortgage Loan documents and (c) solely with respect to a Joint
Mortgage Loan treated as a Serviced Whole Loan in accordance with Section 3.30 hereof (to the extent there is no related


 



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Intercreditor Agreement governing the
relationship of the promissory notes comprising such Joint Mortgage Loan), the applicable Mortgage Loan documents together with
the provisions of Section 3.30 hereof.


 


“Interest Accrual
Amount”: With respect to any Distribution Date and any Class of Regular Certificates, the amount of interest for the
related Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate Balance or
Notional Amount, as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each
Interest Accrual Period will be made on a 30/360 basis.


 


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


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage
Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17, Interest Reserve Account”, into which the
amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount of an
Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion of the Interest Distribution
Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted
by applicable law, (i) other than in the case of Class X Certificates, one month’s interest on that amount remaining unpaid
at the Pass-Through Rate applicable to such Class for the current Distribution Date and (ii) in the case of the Class X Certificates,
one month’s interest on that amount remaining unpaid at the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, the
Risk


 



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Retention Consultation Party, any Sponsor,
any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the preceding
entities, and with respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer
(or any Independent Contractor engaged by the Special Servicer), or the trustee for the securitization of a Companion Loan, and
each related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such
party described above.


 


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


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C or Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Certificateholder or the Risk Retention Consultation Party (in either 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 Holder (or any investment advisor,
manager or other representative of the foregoing), (ii) that either (a) such Person is the Risk Retention Consultation Party or
is a person who is not a Borrower Party, in which case such Person shall have access to all the reports and information made available
to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which
case (1) if such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access
to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder
other than any Excluded Information as set forth herein or (2) if such Person is not the Directing Certificateholder or a Controlling
Class Certificateholder, such Person shall only receive access to the Distribution Date Statements prepared by the Certificate
Administrator, (iii) (other than with respect to a Companion Holder) that such Person has received a copy of the final Prospectus
and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided,
however, that any Excluded Controlling Class Holder (i) shall be permitted to reasonably request and obtain in accordance
with Section 4.02(f) 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) 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. The Certificate Administrator may require that Investor Certifications be re-submitted from time to time in accordance
with its policies and procedures and shall restrict access to the Certificate Administrator’s Website to any mezzanine lender
upon notice from any party to this Agreement that such mezzanine lender has become an Accelerated Mezzanine Loan Lender.


 


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


 






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


 


“Joint Mortgage
Loan”: Any Mortgage Loan for which one or more promissory notes will be contributed to this securitization by more than
one Mortgage Loan Seller. As of the Closing Date, the Grand Canal Shoppes Mortgage Loan is the only Joint Mortgage Loan related
to the Trust.


 


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


 


“Landing at
Fancher Creek Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 15, 2019, by
and between the holders of the respective promissory notes evidencing the Landing at Fancher Creek Whole Loan, setting forth the
relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


“Legal Fee
Reserve Account”: The account created and maintained by the Certificate Administrator pursuant to Section 3.04(b),
in the name of the “Legal Fee Reserve Account”, into which the amounts set forth in Section 3.04(b) shall be
deposited directly and which must be an Eligible Account.


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan


 



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is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan
Seller pursuant to Section 5 of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special
Servicer, or by any Companion Holder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related
Intercreditor Agreement, as applicable); (v) such Mortgage Loan is purchased by the Special Servicer, the Master Servicer, the
Holder of the majority of the Controlling Class or the Holders of the Class R Certificates pursuant to Section 9.01 or
acquired by the Sole Certificateholder in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage
Loan is sold by the Special Servicer pursuant to the terms of this Agreement.


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to (a) each Specially Serviced Loan (and each related Serviced
Companion Loan) or REO Property (except with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives
(i) a full, partial or discounted payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation
Proceeds (including with respect to the related Companion Loan, if applicable) (in any case, other than amounts for which a Workout
Fee has been paid, or will be payable) or (b) any Loss of Value Payment or Purchase Price paid by a Mortgage Loan Seller with
respect to any Mortgage Loan, equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted
payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and
expenses associated with the related liquidation) related to such liquidated Mortgage Loan, Specially Serviced Loan or REO Property,
as the case may be; provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase
of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing
Certificateholder or any Affiliate thereof; provided, however, that if no Control Termination Event has occurred
and is continuing, if the Directing Certificateholder or an Affiliate thereof purchases any Specially Serviced Loan within ninety
(90) days after the Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report
with respect to such Specially Serviced Loan, the Special Servicer will not be entitled to a Liquidation Fee in connection with
such purchase by the Directing Certificateholder or its Affiliates), (b) any event described in clause (iv) of the definition
of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase or substitution
occurs prior to the termination of the Extended Cure Period, (c) any event described in clauses (v) and (vi) of
the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of
the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s purchase
option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related
Intercreditor Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the
applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient Mortgage Loan documentation
under an Other Pooling and Servicing


 



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Agreement within the time period (or extension
thereof, if applicable) provided for such repurchase if such repurchase occurs prior to the termination of such time period (or
extension of such time period, if applicable) or (y) a purchase of such Serviced Companion Loan by any applicable party to the
Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization; or (e) if
a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described
in clause (i) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety
(90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise
repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses (a) through
(e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor
to the extent provided for in, or not prohibited by, the related Mortgage Loan documents); provided that the Liquidation
Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf
of the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, as applicable, or REO Property
and received by the Special Servicer as compensation within the prior twelve (12) months, but only to the extent those fees have
not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall be payable in connection with a Loss
of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within ninety
(90) days of receipt of notice of a breach (and giving effect to an extension period of ninety (90) days).


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Mortgage Loan (described in Section 3.11(c)), any Specially
Serviced Loan (and each related Serviced Companion Loan) or REO Property; provided that if such rate would result in an
aggregate Liquidation Fee less than $25,000, then the Liquidation Fee Rate will be equal to such rate as would result in an aggregate
Liquidation Fee equal to $25,000.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor; (iii)
any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant to Section 3.16(b);
(iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to Section 5 of the related Mortgage Loan
Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holder of the majority of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01; (vi) the
purchase of a Mortgage Loan or an REO Property by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine
lender pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments
from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided
that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection
with such Loss of Value Payment, the full amount of such Loss of Value Payment


 



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shall be deemed to constitute “Liquidation
Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable
Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion
of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant
to the terms of the related Intercreditor Agreement.


 


“Litigation
Control”: As defined in Section 3.32.


 


“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Mortgage Loan, the “controlling holder”,
the “directing certificateholder”, the “directing holder”, “directing lender” or any analogous
concept under the related Intercreditor Agreement. Prior to the related Servicing Shift Securitization Date, the Loan-Specific
Directing Certificateholder with respect to a Servicing Shift Mortgage Loan will be the holder of the related Servicing Shift
Lead Note, which, in the case of the Landing at Fancher Creek Whole Loan is currently Wells Fargo Bank, National Association or
an affiliate. With respect to a Servicing Shift Mortgage Loan, on and after the related Servicing Shift Securitization Date, there
will be no Loan-Specific Directing Certificateholder with respect to such Servicing Shift Whole Loan.


 


“Loss of Value
Payment”: As defined in Section 2.03(b) 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 3.04(i) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust
Fund but not part of the Grantor Trust or any Trust REMIC.


 


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


 


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


 


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


 


“Lower-Tier
REMIC”: One of two (2) separate REMICs comprising a portion of the Trust Fund, which consist of the Mortgage Loans (exclusive
of Excess Interest) and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case
of any Serviced Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole
Loan, such amounts as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan),
the related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier
REMIC Distribution Account, and all other properties included in the Trust Fund


 



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that are not in the other Trust REMIC
or the Grantor Trust, except for the Loss of Value Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage
Pass-Through Certificates, Series 2019-C17, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
With respect to (a) any Serviced AB Whole Loan for so long as no AB Control Appraisal Period with respect to such Serviced AB
Whole Loan has occurred and is continuing, any related AB Major Decision and (b) with respect to any Serviced Mortgage Loan or
Serviced Whole Loan (other than any Serviced AB Whole Loan for so long as no AB Control Appraisal Period with respect to such
Serviced AB Whole Loan has occurred and is continuing), each of the actions listed in clauses (i) through (xv) of
Section 6.08(a).


 


“Major Decision
Reporting Package”: 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, which may at
the Special Servicer’s discretion (with respect to a Major Decision Reporting Package prepared by the Special Servicer)
take the form of an Asset Status Report.


 


“Master Servicer”:
Wells Fargo Bank, National Association, and its successors in interest and assigns, or any successor thereto (as Master Servicer)
appointed as provided herein.


 


“Master Servicer
Decision”: As defined in Section 3.18(m).


 


“Material Defect”:
With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the case may be, materially
and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee
or any Certificateholder therein or causes such Mortgage Loan to be other than a Qualified Mortgage.


 


“Maturity Date”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment
of


 



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principal is due and payable under the
related Mortgage Note, after taking into account all Principal Prepayments received prior to such date of determination, but without
giving effect to (i) any acceleration of the principal of such Mortgage Loan, Whole Loan or Companion Loan by reason of default
thereunder or (ii) any Grace Period permitted by the related Mortgage Note.


 


“Maui Portfolio
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 28, 2019, by and between the
holders of the respective promissory notes evidencing the Maui Portfolio Whole Loan, setting forth the relative rights of such
holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


“Meidinger
Tower Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 28, 2019, by and between
the holders of the respective promissory notes evidencing the Meidinger Tower Whole Loan, setting forth the relative rights of
such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


“Moody’s”:
Moody’s Investors Service, Inc., and its successors in interest. If neither Moody’s 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 Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer, 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, and its successors in interest. If neither Morningstar 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 Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer, and specific ratings of Morningstar herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related
Mortgage Note and


 



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creating a first mortgage lien on the
fee and/or leasehold interest in the related Mortgaged Property.


 


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


 


(i)          the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of UBS Commercial Mortgage Trust
2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)          an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as Trustee for the benefit
of the registered holders of UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17”
(or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity
under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion
of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related
Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified to be the copy
of such Assignment of Mortgage submitted to or to be submitted for recording);


 


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


 


(v)          an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of UBS Commercial
Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17” (or in the case of any Serviced
Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor
Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain


 



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missing recording information
and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for
the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for
recording);


 


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


 


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


 


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


 


(ix)          any
filed copies (bearing evidence of filing) or evidence of filing of any Uniform Commercial Code financing statements, related amendments
and continuation statements in the possession of the applicable Mortgage Loan Seller;


 


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


 


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


 


(xii)         the
original or copies of any loan agreement, escrow agreement, security agreement relating to such Mortgage Loan or Serviced Whole
Loan, as well as the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which
letter of credit shall either (A) name as beneficiary “Wells Fargo Bank, National Association, as Master Servicer, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of UBS Commercial Mortgage Trust
2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17” or (B) be accompanied by all documentation necessary
in order to transfer all rights of the named beneficiary in such letter of credit to the Master Servicer on behalf of the Trustee


 



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and to receive, after presentment
by the Master Servicer (in accordance with Section 3.01(f)) to the bank issuing such letter of credit, a reissued letter
of credit in the name of the Master Servicer on behalf of the Trustee;


 


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


 


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


 


(xv)      
    with regard to any related Mortgaged Properties that are hotel properties subject to any franchise agreements,
comfort letters or similar agreements, the original or a copy of any franchise agreements and comfort letters or similar agreements
relating to such Mortgage Loan or Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar
agreement, any assignment of such agreements or any notice to the franchisor of the transfer of such Mortgage Loan or Serviced
Whole Loan and/or request for the issuance of a new comfort letter in favor of the Trustee, in each case, as applicable;


 


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


 


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


 


(xviii)       a
copy of all related environmental insurance policies; and


 


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


 


provided, however, that
(a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be
deemed to include such documents and instruments required to be included therein unless they are actually received by the Custodian,
(b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred
to in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then
the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed
Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage
Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage
File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage
Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note),
(d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment in
the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument
and the benefits intended to be provided to them by such instrument, it being acknowledged that


 



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(I) the Trustee shall hold such record
title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively
and (II) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain
the benefits of such instrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special Servicer
for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e)
in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by
the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening endorsements
evidencing such Mortgage Loan, with respect to which the original shall be required or the requirements of clause (i) of
the definition of “Mortgage File” shall otherwise be satisfied) including a copy of the Mortgage securing the applicable
Mortgage Loan and any assignments or other transfer documents referred to in clauses (iii), (v), (vi), (vii),
(ix) and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee
and need only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, and (f) so
long as the Custodian is also the Non-Serviced Custodian, in connection with any Non-Serviced Mortgage Loan, any and all document
delivery requirements with respect to the related Mortgage File (or any portion thereof) set forth herein or in the related Mortgage
Loan Purchase Agreement will be satisfied by the delivery, in compliance with the terms of the related Non-Serviced PSA, by the
applicable Mortgage Loan Seller of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing
such Mortgage Loan or shall otherwise satisfy the requirements of clause (i) of the definition of “Mortgage File”)
to the custodian under the related Non-Serviced PSA (in such form as was delivered to the custodian under the related Non-Serviced
PSA); provided that (a) the Custodian shall perform its duties under this Agreement (including, without limitation, Article
II), and be liable to the other parties hereto, with respect to such Non-Serviced Mortgage Loan as if such documents were
required to be delivered and included in the Mortgage File and as if the Non-Serviced Custodian’s receipt of the documents
contained in the related “mortgage file” delivered under the related Non-Serviced PSA constituted delivery of those
same documents to the Custodian under this Agreement, (b) the Custodian shall not resign as the related Non-Serviced Custodian
without giving at least thirty (30) days’ advance written notice of resignation to each other party hereto, and (c) if for
any reason the Custodian shall resign as Custodian hereunder or resign as the related Non-Serviced Custodian or shall otherwise
no longer act as Custodian hereunder or as the related Non-Serviced Custodian or shall otherwise be required to surrender possession
of the related “mortgage file” delivered under the related Non-Serviced PSA (including by reason of the Non-Serviced
Companion Loan being removed from the related securitization trust), the Custodian shall include the documents contemplated by
clauses (ii) through (xix) above in the Mortgage File for such Non-Serviced Whole Loan (to the extent such documents
were delivered in connection with the related Other Securitization) that shall be maintained by it or any successor custodian
hereunder.


 


Notwithstanding anything
to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with respect
to the original Mortgage Note and the other documents referenced in clause (i) of the definition of “Mortgage File”
held by or from the related Mortgage Loan Seller) by either of the applicable Mortgage Loan Sellers shall satisfy the delivery
requirements for both of the applicable Mortgage Loan Sellers.


 






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“Mortgage Loan”:
Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each of which, for the
purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying Loan within
any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned to the
Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan” includes
the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements. The
term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that has
replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


“Mortgage Loan
Checklist”: As defined in the definition of Mortgage File.


 


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


 


“Mortgage Loan
Schedule”: The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached
hereto as Exhibit B, as any such schedule may be amended from time to time in connection with a substitution under Section
2.03 and in accordance with the relevant Mortgage Loan Purchase Agreement, and which list sets forth the following information
with respect to each Mortgage Loan so transferred:


 


(i)            the
loan identification number;


 


(ii)            the
name of the related Mortgage Loan Seller;


 


(iii)          the
name of the related Mortgaged Property;


 


(iv)          the
Cut-off Date Balance;


 


(v)      
    the street address, city and state of the related Mortgaged Property;


 


(vi)          the
date of the related Mortgage Note;


 


(vii)         the
Maturity Date or Anticipated Repayment Date;


 


(viii)        the
Gross Mortgage Rate;


 


(ix)      
    the original term to maturity or Anticipated Repayment Date;


 


(x)            the
remaining term to stated maturity or Anticipated Repayment Date;


 


(xi)          amortization
type;


 


(xii)          the
original amortization term;


 


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


 






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(xiv)        the
applicable master and primary servicing fee rate; and


 


(xv)         the
applicable sub-servicer fee rate.


 


“Mortgage Loan
Seller”: Each of (i) UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, an
Office of the Comptroller of the Currency regulated branch of a foreign bank, or its successor in interest, (ii) Rialto Mortgage
Finance, LLC, a Delaware limited liability company, or its successor in interest, (iii) Ladder Capital Finance LLC, a Delaware
limited liability company, or its successor in interest, (iv) CIBC Inc., a Delaware corporation, or its successor in interest,
(v) Wells Fargo Bank, National Association, a national banking association, or its successor in interest, and (vi) Rialto Real
Estate Fund III – Debt, LP, a Delaware limited partnership, or its successor in interest.


 


“Mortgage Loan
Seller Percentage Interest”: With respect to a Joint Mortgage Loan and each applicable Mortgage Loan Seller with respect
thereto, a fraction, expressed as a percentage, the numerator of which is equal to the aggregate Cut-off Date principal balance
of the promissory notes contributed by such Mortgage Loan Seller to this securitization, and the denominator of which is equal
to the Cut-off Date principal balance of such Joint Mortgage Loan.


 


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


 


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


 


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


 


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


 


“MSC 2019-H7
PSA”: That certain pooling and servicing agreement, dated as of July 1, 2019, among Morgan Stanley Capital I Inc., as
depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer, as from


 



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time to time amended, supplemented or
modified relating to the issuance of the Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates,
Series 2019-H7.


 


“NCMS 2019-10K
TSA”: That certain trust and servicing agreement, dated as of May 23, 2019, among Natixis Commercial Mortgage Securities,
LLC, as depositor, KeyBank National Association, as master servicer and as special servicer and Wells Fargo Bank, National Association,
as trustee and as certificate administrator, as from time to time amended, supplemented or modified relating to the issuance of
the Natixis Commercial Mortgage Securities Trust 2019-10K, Commercial Mortgage Pass-Through Certificates, Series 2019-10K.


 


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


 


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


 


“Net Mortgage
Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other than the
portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the related
Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated
Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating
Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver
or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer, a related
Non-Serviced Master Servicer or a related Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar
proceeding involving the related Mortgagor; provided, further, that for any Mortgage Loan that does not accrue interest
on the basis of a 360-day year consisting of twelve (12) 30-day months, then, solely for purposes of calculating Pass-Through
Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan for any one month period preceding
a related Due Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the
basis of a 360-day year consisting of twelve (12) 30-day months in order to produce the aggregate amount of interest actually
accrued in respect of such Mortgage Loan during such one month period at the related Net Mortgage Rate; provided, further,
that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one month period (A) preceding the Due Dates
that occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in February in any
year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date), will be determined
exclusive of any


 



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Withheld Amounts, and (B) preceding the
Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive
of the amounts withheld in the immediately preceding January and February, if applicable. With respect to any REO Loan, the Net
Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. For the avoidance of doubt, Workout-Delayed
Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with
the procedures specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined
that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Interest,
Insurance and Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the
related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors), or
(b) has determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts
(that have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately
recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, in the
reasonable judgment of the Master Servicer, the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable,
together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on
or in respect of such Mortgage Loan or REO Loan; provided, however, 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 a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to
any Other Servicer, and with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice
of such determination. Any such determination (other than by the Special Servicer) shall not be binding upon (but may be conclusively
relied upon by) the Master Servicer and the Trustee, and any such determination by


 



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the Special Servicer shall be conclusive
and binding upon the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer
to reverse the determination of the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making
a determination that a P&I Advance would be a Nonrecoverable Advance), provided, however, that the Special Servicer
shall have no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable and in
the absence of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance,
such decision shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a determination that
only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master
Servicer and the Trustee shall have the right to make its own subsequent determination that any remaining portion of any such
previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan,
if any Non-Serviced Master Servicer, Non-Serviced Trustee or Non-Serviced Special Servicer, as applicable, in connection with
a securitization of the related Non-Serviced Companion Loan determines that a principal and interest advance with respect to the
related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination shall not be binding on the Master Servicer
and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan; provided,
however, that the Master Servicer and the Trustee may rely on the non-recoverability determination of the Non-Serviced
Master Servicer or Non-Serviced Trustee under the related Non-Serviced Pooling Agreement. Similarly, with respect to the related
Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that any P&I
Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination
shall not be binding on the related Non-Serviced Master Servicer, related Non-Serviced Special Servicer and related Non-Serviced
Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related
Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master Servicer, the Special Servicer or
the Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the
terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged
Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions
(consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business
judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse
changes with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the
case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing
Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the
Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the existence
of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by
the Master Servicer, in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration
but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether
a P&I Advance is a Nonrecoverable Advance, will be entitled to give due


 



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regard to the existence of any outstanding
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the reimbursement of which,
at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee because there is insufficient
principal available for such recovery, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery
not only for the P&I Advance under consideration, but also as a potential source of reimbursement of such Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith
business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably
required analysis, Appraisals or market value estimates or other information for making a recoverability determination. Absent
bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination as to the recoverability
of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer, the
Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been made or that any proposed
P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination,
shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other
and to the Trustee, the Certificate Administrator and the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan other
than an Excluded Loan as to such party) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor
(but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other
Servicer). The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the
Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied
by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections and any
other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be
entitled to conclusively rely on the Master Servicer’s or the Special Servicer’s determination that a P&I Advance
is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
determination that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any),
such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage
Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property which the Trustee determines in its reasonable business
judgment, or the Master Servicer or Special Servicer determines in accordance with the Servicing Standard, as the case may be,
will not be ultimately recoverable, together with any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late
Collections or any other recovery on or in respect of such Mortgage Loan, Serviced Whole Loan or REO Property.


 



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In making such recoverability determination,
such Person will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the
related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties
in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse changes
with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of
the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity
as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard in the
case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable
Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer
or the Trustee because there is insufficient principal available for such recovery, in light of the fact that related proceeds
are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed
or deferred Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable Servicing Advance,
will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with
respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by
the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the
Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed
Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance)
and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the
case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis,
Appraisals or market value estimates or other information for making a recoverability determination. Absent bad faith, the Master
Servicer’s, the Special Servicer’s or the Trustee’s determination as to the recoverability of any Servicing
Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer
or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been made or that any proposed Servicing Advance,
if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination, shall be
evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other and to
the Trustee, the Certificate Administrator, the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan other
than an Excluded Loan as to such party) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor
(but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other
Servicer); provided, however, that the Special Servicer may, at its option, make a determination in accordance with


 



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the Servicing Standard, that any Servicing
Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer
(and with respect to a Serviced Mortgage Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the Operating
Advisor and the 17g-5 Information Provider notice of such determination. Any such determination (other than by the Special Servicer)
shall not be binding upon (but may be conclusively relied upon by) the Master Servicer and the Trustee, and any such determination
by the Special Servicer shall be binding upon the Master Servicer and the Trustee (but this statement shall not be construed to
entitle the Special Servicer to reverse the determination of the Master Servicer or the Trustee or to prohibit the Master Servicer
or the Trustee from making a determination that a Servicing Advance would be a Nonrecoverable Advance), provided, however,
that the Special Servicer shall have no such obligation to make an affirmative determination that any Servicing Advance is or
would be recoverable and in the absence of a determination by the Special Servicer that such Servicing Advance is or would be
a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable. If the
Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent
determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing
Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the
Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied
by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections and any
other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan or related Mortgaged
Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information
in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances
may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely
on the Master Servicer’s or the Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable,
and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a Servicing
Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer requests that
the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence that such
advance is not a Nonrecoverable Servicing Advance; provided, however, that the Special Servicer shall not be entitled
to make such a request more frequently than once per calendar month with respect to Servicing Advances other than emergency advances
(although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized Mortgage Loan (if
any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any servicing advance or property protection advance previously made
or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 






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“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class NR-RR, Class Z or Class R Certificate.


 


“Non-Serviced
Asset Representations Reviewer”: The “Asset Representations Reviewer” under a Non-Serviced PSA.


 


“Non-Serviced
Certificate Administrator”: The “Certificate Administrator” under a Non-Serviced PSA.


 


“Non-Serviced
Companion Loan”: Each of (i) the Pari Passu Companion Loans and Subordinate Companion Loans, if any, identified as “Non-Serviced”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, and (ii) on and
after the related Servicing Shift Securitization Date, the Pari Passu Companion Loans and Subordinate Companion Loan, if any,
identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart
in the Preliminary Statement.


 


“Non-Serviced
Custodian”: The “Custodian” under a Non-Serviced PSA.


 


“Non-Serviced
Depositor”: The “Depositor” under a Non-Serviced PSA.


 


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


 


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


 


“Non-Serviced
Intercreditor Agreement”: Each Intercreditor Agreement related to a Non-Serviced Whole Loan.


 


“Non-Serviced
Master Servicer”: The “Master Servicer” or “Servicer” under a Non-Serviced PSA.


 


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


 


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


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” (or analogous term) (if any) under a Non-Serviced PSA.


 


“Non-Serviced
Pari Passu Companion Loan”: Each of (i) the Pari Passu Companion Loans identified as “Non-Serviced” under
the column entitled “Type” in the “Whole


 



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Loan” chart in the Preliminary Statement, and (ii) on and after
the related Servicing Shift Securitization Date, the Pari Passu Companion Loans identified as “Servicing Shift” under
the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


“Non-Serviced
Paying Agent”: The “Paying Agent” (or analogous term) under a Non-Serviced PSA.


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to the Grand Canal Shoppes Mortgage Loan, 0.00250% per annum, the 10000
Santa Monica Boulevard Mortgage Loan, 0.00125% per annum, the CIRE Equity Retail & Industrial Portfolio Mortgage Loan,
0.00895% per annum, the Maui Portfolio Mortgage Loan, 0.00125% per annum, the Meidinger Tower Mortgage Loan, 0.00125%
per annum, and the Landing at Fancher Creek Mortgage Loan on and after the related Servicing Shift Securitization Date,
0.00250% per annum.


 


“Non-Serviced
PSA”: With respect to:


 


(i)          the
Grand Canal Shoppes Whole Loan, the MSC 2019-H7 PSA;


 


(ii)          the
10000 Santa Monica Boulevard Whole Loan, the NCMS 2019-10K TSA;


 


(iii)          the
CIRE Equity Retail & Industrial Portfolio Whole Loan, the BMARK 2019-B12 PSA;


 


(iv)          the
Maui Portfolio Whole Loan and the Meidinger Tower Whole Loan, the BBCMS 2019-C4 PSA;


 


(v)          any
Servicing Shift Whole Loan, after the applicable Servicing Shift Securitization Date, the related pooling and servicing agreement
governing the servicing of the Servicing Shift Whole Loan.


 


“Non-Serviced
Special Servicer”: The applicable “Special Servicer” of a Non-Serviced Whole Loan under a Non-Serviced PSA.


 


“Non-Serviced
Trust”: The “Trust” formed under a Non-Serviced PSA.


 


“Non-Serviced
Trustee”: The “Trustee” under a Non-Serviced PSA.


 


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


 


“Non-Serviced
Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under a Non-Serviced PSA.


 






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


 


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


 


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


 


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


 


“Notional Amount”:
In the case of the Class X-A Certificates, the Class X-A Notional Amount, in the case of the Class X-B Certificates, the Class
X-B Notional Amount, in the case of the Class X-D Certificates, the Class X-D Notional Amount, in the case of the Class X-F Certificates,
the Class X-F Notional Amount, and in the case of the Class X-G Certificates, the Class X-G Notional Amount.


 


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


 


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


 


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


 


“Offered Certificates”:
The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class X-A and Class X-B Certificates.


 


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


 


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


 


“Operating
Advisor”: Pentalpha Surveillance LLC, a Delaware limited
liability company, and its successors in interest and assigns, or any successor operating advisor appointed as herein provided.


 


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


 






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“Operating
Advisor Consultation Event”: The occurrence of the Certificate Balance of the Class NR-RR Certificates (taking into
account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such classes)
being reduced to 25% or less of the Original Certificate Balance of such class.


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 (or such lesser amount as the Master Servicer or Special
Servicer, as applicable, collects from the related Mortgagor) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan, payable pursuant to Section 3.05 of this Agreement; provided, however, that
no such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided,
further, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect
to any Major Decision; provided, further, however, that to the extent such fee is incurred after the outstanding
Certificate Balances of the Control Eligible Certificates have been reduced to zero as a result of the allocation of Realized
Losses to such Certificates, such fee shall be payable in full to the Operating Advisor as an expense of the Trust; provided,
further, that the Master Servicer or the Special Servicer, as applicable, may waive or reduce the amount of any Operating
Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with
the Servicing Standard (provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding
basis, with the Operating Advisor prior to any such waiver or reduction).


 


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


 


“Operating
Advisor Fee”: With respect to each Mortgage Loan and REO Loan (excluding any related Companion Loan) the fee payable
to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00195% with respect to each Mortgage Loan and REO Loan (excluding any related Companion 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, with respect to any Serviced Whole Loan for the benefit of the
holders of the related Companion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a
single lender), and not to any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise
of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that
the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, property managers, any Sponsor,
any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing
Certificateholder, any Certificateholder, the Risk Retention Consultation Party or any of their respective Affiliates.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Opinion of
Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered
to the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust, (b) compliance with the REMIC Provisions or (c) the resignation
of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05, must be an opinion of counsel who
is in fact Independent of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


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


 


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


 


“Original Notional
Amount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount,
the Class X-F Notional Amount or the Class X-G Notional Amount, the applicable initial Notional Amount thereof as of the Closing
Date, as specified in the Preliminary Statement.


 


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


 


“Other Asset
Representations Reviewer”: Any asset representations reviewer under an Other Pooling and Servicing Agreement.


 


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


 


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


 


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


 






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


 


“Other Securitization”:
As defined in Section 11.06.


 


“Other Servicer”:
Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Pari Passu
Companion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion
Loan.


 


“Pass-Through
Rate”:


 


(i)          With
respect to the Class A-1 Certificates, the Class A-1 Pass-Through Rate;


 


(ii)         with
respect to the Class A-2 Certificates, the Class A-2 Pass-Through Rate;


 


(iii)         with
respect to the Class A-SB Certificates, the Class A-SB Pass-Through Rate;


 


(iv)        with
respect to the Class A-3 Certificates, the Class A-3 Pass-Through Rate;


 


(v)         with
respect to the Class A-4 Certificates, the Class A-4 Pass-Through Rate;


 


(vi)        with
respect to the Class A-S Certificates, the Class A-S Pass-Through Rate;


 


(vii)       with
respect to the Class B Certificates, the Class B Pass-Through Rate;


 


(viii)      with
respect to the Class C Certificates, the Class C Pass-Through Rate;


 


(ix)         with
respect to the Class D Certificates, the Class D Pass-Through Rate;


 






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(x)          with
respect to the Class E Certificates, the Class E Pass-Through Rate;


 


(xi)         with
respect to the Class F Certificates, the Class F Pass-Through Rate;


 


(xii)       with
respect to the Class G Certificates, the Class G Pass-Through Rate;


 


(xiii)      with
respect to the Class NR-RR Certificates, the Class NR-RR Pass-Through Rate;


 


(xiv)      with
respect to the Class X-A Certificates, the Class X-A Pass-Through Rate;


 


(xv)       with
respect to the Class X-B Certificates, the Class X-B Pass-Through Rate;


 


(xvi)      with
respect to the Class X-D Certificates, the Class X-D Pass-Through Rate;


 


(xvii)     with
respect to the Class X-F Certificates, the Class X-F Pass-Through Rate; and


 


(xviii)     with
respect to the Class X-G Certificates, the Class X-G Pass-Through Rate.


 


The Pass-Through Rate
with respect to each Lower-Tier Regular Interest for any Distribution Date shall be the Weighted Average Net Mortgage Rate for
such Distribution Date.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


“Percentage
Interest”: As to any Certificate (other than the Class Z 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 (other than the
Class Z and Class R Certificates), the percentage interest is equal to the Denomination as of the Closing Date of such Certificate
divided by the Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the
Closing Date. With respect to a Class Z or a Class R Certificate, the Percentage Interest is set forth on the face thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


“Periodic Payment”:
With respect to any Mortgage Loan or any related Companion Loan, the scheduled monthly payment of principal and/or interest (other
than Excess


 



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


 


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


 


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


 


(ii)          time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities with respect to which (A) with respect to Moody’s, (I) in the case of such investments with maturities
of thirty (30) days or less, the short-term debt obligations of which are rated in the highest short-term rating category by Moody’s
or the long-term debt obligations of which are rated at least “A2” by Moody’s, (II) in the case of such investments
with maturities of three (3) months or less, but more than thirty (30) days, the short-term obligations of which are rated in
the highest short-term rating category by Moody’s and the long-term obligations of which are rated at least “A1”
by Moody’s, (III) in the case of such investments with maturities of six (6) months or less, but more than three (3) months,
the short-term obligations of which are rated in the highest short-term rating category by Moody’s and the long-term obligations
of which are rated at least “Aa3” by Moody’s and (IV) in the case of such investments with maturities of more
than six (6) months, the short-term obligations of which are rated in the


 



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highest short-term rating category by Moody’s
and the long-term obligations of which are rated “Aaa” by Moody’s (or, in each case, if permitted by the related
Mortgage Loan, if not rated by Moody’s, otherwise acceptable to Moody’s, as confirmed in writing that such investment
would not, in and of itself, result in a downgrade, qualification or withdrawal of the then-current ratings assigned to the Certificates)
and (B) with respect to Fitch and KBRA, satisfy the Applicable Fitch Permitted Investment Rating and the Applicable KBRA Permitted
Investment Rating; or, in each case, or such other rating as would not result in the downgrading, withdrawal or qualification
of the then-current rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding
any class of Serviced Companion Loan Securities that is then rated by such rating agency, such class of securities) as evidenced
in writing;


 


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


 


(iv)          obligations
bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or
any state thereof which (A) if such debt obligations have a term of three months or less, the short-term obligations of which
corporation are rated in the highest short-term rating category by Moody’s or the long-term obligations of which corporation
are rated at least “A2” by Moody’s, (B) if such debt obligations have a term of more than three months and not
in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by Moody’s
and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s and (C) if such debt
obligations have a term of more than six months, the short-term obligations of which corporation are rated in the highest short-term
rating category by Moody’s and the long-term obligations of which corporation are rated “Aaa” by Moody’s
and (D) satisfy the Applicable Fitch Permitted Investment Rating and the Applicable KBRA Permitted Investment Rating (or, in the
case of any such Rating Agency as set forth in sub-clauses (A) through (D) above, such lower rating as is the subject
of a Rating Agency Confirmation by such Rating Agency); provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent that investment therein will cause the then-outstanding principal
amount of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the
aggregate principal balance and the aggregate principal amount of all Permitted Investments in such accounts;


 


(v)          commercial
paper 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)(1) in the case of such


 



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investments with maturities of 30 days or less, the
short term obligations of which corporation are rated at least in the highest short-term debt rating category of Moody’s,
or the long-term obligations of which corporation are rated at least “A2” by Moody’s, (2) 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
in the highest short-term debt rating category of Moody’s, or the long-term obligations of which are rated at least “A2”
by Moody’s, (3) 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 “P1” by Moody’s, and the long-term obligations of which corporation
are rated at least “Aa3” by Moody’s, and (4) in the case of such investments with maturities of more than six
months, the short-term obligations of which are rated at least “P1” by Moody’s and the long-term obligations
of which are rated at least “Aaa” by Moody’s, and (b) such commercial paper satisfies the Applicable Fitch Permitted
Investment Rating and the Applicable KBRA Permitted Investment Rating (or such lower rating as is the subject of a Rating Agency
Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


 


(vi)          money
market funds, 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 any Wells Fargo Money Market Fund), rated in the highest rating categories of each
Rating Agency (if so rated by each such Rating Agency (and if not rated by any such Rating Agency, an equivalent rating (or higher)
by at least two (2) NRSROs (which may include Fitch, KBRA, DBRS, Moody’s, Morningstar and/or S&P)) and the highest money
market fund category by Moody’s (or, if not rated by Moody’s, otherwise acceptable to such Rating Agency, as confirmed
in a Rating Agency Confirmation relating to the Certificates), which may include the investments referred to in clause (i)
above if so qualified that (a) have substantially all of their assets invested continuously in the types of investments referred
to in clause (i) above and (b) have net assets of not less than $5,000,000,000;


 


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


 






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


 


provided, however, that
each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that
(a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (b) any such investment
that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index plus a fixed
spread, if any, and move proportionately with such index, (c) any such investment must not be subject to liquidation prior to
maturity, and (d) any such investment must not be purchased at a premium over par; and provided, further, however,
that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest payments derived
from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity
at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations or (b) if such
instrument may be redeemed at a price below the purchase price; and provided, further, however, that no amount
beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money
market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel,
at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted Investments
may not be interest-only securities. All investments shall mature or be redeemable upon the option of the holder thereof on or
prior to the Business Day preceding the day before the date such amounts are required to be applied hereunder.


 


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees
and insurance commissions or fees and appraisal 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 (other than any Non-Serviced Mortgage Loan)
and Serviced Companion Loan (including any related REO Property) in accordance with this Agreement.


 


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


 


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


 






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“Phoenix Industrial
Portfolio II Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 15, 2019, by
and between the holders of the respective promissory notes evidencing the Phoenix Industrial Portfolio II Whole Loan, setting
forth the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


“Platform-Level
Basis”: With respect to the Operating Advisor’s evaluation of the Special Servicer’s performance of its
duties with respect to the resolution or liquidation 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 Loans) under this Agreement,
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, Asset Status Report (after the occurrence and during
the continuance of an Operating Advisor Consultation Event), Final Asset Status Report and other information delivered to the
Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s
Website during the prior calendar year (together with any additional information and material reviewed by the Operating Advisor)
(other than any communications between the Directing Certificateholder and the Special Servicer that would be Privileged Information)
pursuant to this Agreement.


 


“Pre-Close
Information”: As defined in Section 3.13(c).


 


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


 


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


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period,
which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date
and on or prior to the related Determination Date, the amount of interest (net of the related Servicing Fees and any Excess Interest),
to the extent collected from the related Mortgagor (without regard to any Prepayment Premium or Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to (x) in the case of any such Mortgage Loan other than a
Serviced Mortgage Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate Administrator
Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual
Property Royalty License Fee Rate and (y) in the case of any Serviced


 



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Whole Loan, the Mortgage Rate (net of Servicing Fees and
any Excess Interest) on the amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment
(or any later date through which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment Interest
Shortfalls or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period,
which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, prior to the related Due Date
in the related Collection Period, the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent
not collected from the related Mortgagor (without regard to any Prepayment Premium or Yield Maintenance Charge actually collected),
that would have accrued at a rate per annum equal to (x) in the case of any Mortgage Loan other than a Serviced Mortgage
Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate Administrator Fee Rate, the
Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty
License Fee Rate and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of Servicing Fees and any Excess Interest)
on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied
to such Mortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due Date. With respect to any Serviced
AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated first to the related AB Subordinate
Companion Loan and then to the related Mortgage Loan and any related Serviced Pari Passu Companion Loan.


 


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


 


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


 


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


 


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall
Street Journal (or, if such section or publication is no longer available, such other comparable publication as determined
by the Certificate


 



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Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate”
no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may
be in effect from time to time.


 


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class
D, Class E, Class F, Class G and Class NR-RR Certificates.


 


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


 


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


 


“Principal Shortfall”:
For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which
(a) the related Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate amount actually distributed
on the preceding Distribution Date in respect of such Principal Distribution Amount. The Principal Shortfall for the initial Distribution
Date will be zero.


 


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


 


“Privileged
Information”: Any (i) correspondence between the 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 as to such party)
or the exercise of the Directing Certificateholder’s consent or consultation rights or the Risk Retention Consultation Party’s
consultation rights under this Agreement, (ii) strategically sensitive


 



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information that the Special Servicer has reasonably determined
could compromise the Trust’s position in any ongoing or future negotiations with the related Mortgagor or other interested
party and that is labeled or otherwise identified as Privileged Information by the Special Servicer and (iii) information subject
to attorney-client privilege. The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
shall be entitled to rely on any identification of materials as “attorney-client privileged” without liability for
any such reliance hereunder.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing
such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted
Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental
agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality
obligation and/or (d) the Restricted Party is required by law, rule, regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Non-Serviced Master Servicer, any Non-Serviced Special Servicer, any Other Servicer, any Person
(including the Directing Certificateholder or Risk Retention Consultation Party) who provides the Certificate Administrator with
an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with an NRSRO
Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s
Website; provided, however, that in no event may a Borrower Party (other than a Borrower Party that is the Risk Retention
Consultation Party or the 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 shall 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. In determining whether any Person is an Additional
Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on a certification by the Master Servicer,
the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer becomes 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 the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the Special Servicer’s employees
or personnel or any of its Affiliate involved in


 



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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) 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 access by the
Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan 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 Loan; and provided, further, however, that
any Excluded Controlling Class Holder shall be permitted to reasonably request and to obtain in accordance with Section 4.02(f)
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). 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.


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated September 27, 2019.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase Price”:
With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph
hereof, any related Companion Loan) to be purchased pursuant to (A) Section 5 of the related Mortgage Loan Purchase Agreement by
the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01, a price, without duplication, equal to the
sum of:


 


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


 


(ii)          all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including, for such purpose, to the extent required
pursuant to


 



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the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time
(excluding any portion of such interest that represents Default Interest or Excess Interest on any ARD Loan), to, but not including,
the Due Date therefor immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 


(iii)         all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special
Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect of
such Mortgage Loan (or related REO Loan (including, for such purpose, to the extent required pursuant to the final paragraph hereof,
the related Companion Loan)), if any; plus


 


(iv)         if
such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to Section
5 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred or to be incurred
by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator or the Trustee in respect of the omission,
breach or defect giving rise to the repurchase or substitution obligation (or, in the case of Ladder Capital Finance LLC, the payment
guarantee obligations of Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP and Series TRS
of Ladder Capital Finance Holdings LLLP pursuant to the Mortgage Loan Purchase Agreement to which Ladder Capital Finance LLC is
a party), including any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without
limitation, legal fees and expenses and any additional trust fund expenses relating to such Mortgage Loan (or related REO Loan);
provided, however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or
Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Affirmative 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(l);


 


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


 


(vi)         solely
in the case of a repurchase or substitution by the related Mortgage Loan Seller, any Asset Representations Reviewer Asset Review
Fee for such Mortgage Loan, to the extent not previously paid by the related Mortgage Loan Seller.


 


Solely with respect to
any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount
calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage
Loan


 



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and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b),
“Purchase Price” shall mean the amount calculated in accordance with the second preceding sentence in respect of the
related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section
3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between
the related Mortgage Loan and Companion Loan, as applicable, in accordance with, and shall be equal to the amount provided pursuant
to, the provisions of the related Intercreditor Agreement. With respect to any Joint Mortgage Loan, the Purchase Price that would
be payable by each of the applicable Mortgage Loan Sellers for its related Mortgage Note shall be its respective Mortgage Loan
Seller Percentage Interest as of the Closing Date of the total Purchase Price for such Mortgage Loan. Notwithstanding the foregoing,
with respect to any repurchase pursuant to sub-clause (A) and sub-clause (C) hereof, the “Purchase Price”
shall not include any amounts payable in respect of any related Companion Loan.


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a)
“A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) two other NRSROs (which may include
Fitch and/or KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.) and (b) “A” by Fitch
(or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by one other NRSRO (which may
include Moody’s or KBRA)) and (ii) with respect to the fidelity bond and errors and omissions insurance policy required to
be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company
that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such claims paying ability)
rated by at least one (1) of the following rating agencies with at least (a) “A3” by Moody’s, (b) “A-“
by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or, (e) “A(low)” by DBRS,
or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating
Agency Confirmation and a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


“Qualified Mortgage”:
A “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage.


 


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to
the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate
of the Operating Advisor or the Asset Representations Reviewer (and, if appointed by the Directing Certificateholder or with the
approval of the requisite vote of certificateholders following the Operating Advisor’s recommendation to replace the Special
Servicer pursuant to


 



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Section 7.01(d), is not the originally replaced special servicer or its affiliate), (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) currently has a special servicer rating of at least “CSS3” from Fitch, (vii) is currently acting as a special
servicer in a CMBS transaction rated by Moody’s (as to which CMBS transaction there are outstanding CMBS rated by Moody’s)
and (viii) is not a special servicer that has been cited by Moody’s or KBRA as having servicing concerns as the sole or 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.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal balance,
after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether
or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed Mortgage
Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan; (iii)
have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis
as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve (12) 30-day months); (v) have a
remaining term to stated maturity not greater than, and not more than five (5) years less than, the remaining term to stated maturity
of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value
ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects with all of the
representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report
that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered
as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of the
original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified
replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided
at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization period that extends to
a date that is after the date five (5) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions
to those of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate
Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency
Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have


 



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been approved, so long as a Control Termination Event
has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan with respect to either the Directing
Certificateholder or the Holder of the majority of the Controlling Class, by the Directing Certificateholder; (xv) prohibit defeasance
within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse
REMIC Event other than the imposition of a tax on income expressly permitted or contemplated to be imposed by the terms of this
Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering report
that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that
will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal
and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan, then the amounts
described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified
Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii);
provided that the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause
(v) above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate
(net of the Servicing Fee Rate, any Non-Serviced Primary Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted
Average Net Mortgage Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding. When a
Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify
that the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification
to the Trustee, the Certificate Administrator and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder.


 


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


 


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


 


“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in October 2052.


 


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


 


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


 



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then rated by the Rating Agency);
provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the
matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation
from each Rating Agency with respect to such matter.


 


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


 


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


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) 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 3.05(a)(v)
to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage
Loans and any REO Loans (excluding any portion allocable to any related Companion Loan, if applicable) expected to be outstanding
immediately following such Distribution Date, is less than (ii) the then-aggregate Certificate Balance of the Principal Balance
Certificates after giving effect to distributions of principal on such Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


“Regulation
D”: Regulation D under the Act.


 






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“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


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


 


	
        Related
Certificates
	
        Related
Lower-Tier Regular Interest

	Class A-1 Certificates	Class LA1 Uncertificated Interest
	Class A-2 Certificates	Class LA2 Uncertificated Interest
	Class A-SB Certificates	Class LASB Uncertificated Interest
	Class A-3 Certificates	Class LA3 Uncertificated Interest
	Class A-4 Certificates	Class LA4 Uncertificated Interest
	Class A-S Certificates	Class LAS Uncertificated Interest
	Class B Certificates	Class LB Uncertificated Interest
	Class C Certificates	Class LC Uncertificated Interest
	Class D Certificates	Class LD Uncertificated Interest
	Class E Certificates	Class LE Uncertificated Interest
	Class F Certificates	Class LF Uncertificated Interest
	Class G Certificates	Class LG Uncertificated Interest
	Class NR-RR Certificates	Class LNR-RR Uncertificated Interest


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on
behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of
the related Serviced Companion Noteholder, which shall initially be entitled “Rialto Capital Advisors, LLC, as Special Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage
Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17, REO Account”. Any such account or accounts
shall be an Eligible Account.


 


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


 


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


 


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


 


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable), deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long
as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan)
remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same
terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect
to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to
the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance,
respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued


 



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


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 






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


 


“Repurchase
Request”: A Certificateholder Repurchase Request or a PSA Party Repurchase Request.


 


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


 


“Repurchased
Note”: As defined in Section 3.30(a).


 


“Repurchasing
Mortgage Loan Seller”: As defined in Section 3.30(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Restricted
Period”: The forty (40) day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other


 



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than the Initial Purchasers or Underwriters and any other distributor (as such term is defined
in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained Certificate
Safekeeping Account”: One or more accounts maintained by the Certificate Administrator for purposes of holding the Risk
Retention Certificates, which account(s) shall be deemed to be owned by the Holder(s) of the Risk Retention Certificates.


 


“Retained Defeasance
Rights and Obligations”: Any of the rights and obligations of the Mortgage Loan Sellers defined in Section 3.18(i).


 


“Retained Fee
Rate”: A rate that causes the Transferable Servicing Interest to equal zero.


 


“Retained Interest
Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned
by the Holder(s) of the VRR Interest in proportions equal to their respective Percentage Interests.


 


“Retaining Parties”:
The VRR Retaining Party and the HRR Retaining Party, as the context requires.


 


“Retaining Sponsor”:
Rialto Real Estate Fund III – Debt, LP, acting as “retaining sponsor” as such term is defined in the Risk Retention
Rule.


 


“Reverse Sequential
Order”: With respect to any distribution or allocation relating to principal in respect of the Principal Balance Certificates:


 


(A)           first,
to the Class NR-RR Certificates;


 


(B)           second,
to the Class G Certificates;


 


(C)           third,
to the Class F Certificates;


 


(D)           fourth,
to the Class E Certificates;


 


(E)            fifth,
to the Class D Certificates;


 


(F)           sixth,
to the Class C Certificates;


 


(G)           seventh,
to the Class B Certificates;


 


(H)           eighth,
to the Class A-S Certificates;


 


(I)            ninth,
pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class
A-4 Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


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


 






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


 


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


 


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


 


“Risk Retention
Certificate”: The Class NR-RR Certificates other than the portion comprising the VRR Interest.


 


“Risk Retention
Consultation Party”: The party selected by the Holders of more than 50% of the VRR Interest by Certificate Balance, as
determined by the Certificate Registrar 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 of the Risk Retention Consultation Party has not changed until such parties
receive written notice of a replacement of the Risk Retention Consultation Party from a party holding the requisite interest in
the VRR Interest (as confirmed by the Certificate Registrar). The initial Risk Retention Consultation Party shall be RREF III-D
UBSCM 2019-C17 MOA, LLC.


 


“Risk Retention
Rule”: The final rule that was promulgated to implement the credit risk retention requirements (which such joint final
rule has been codified, inter alia, at 17 C.F.R. § 246), under Section 15G of the Securities Exchange Act of 1934, as added
by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601; pages 77740-77766), as such rule
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Office of the
Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the
Federal Housing Finance Agency, the Securities and Exchange Commission and the Department of Housing and Urban Development in the
adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or
its staff from time to time, in each case, as effective from time to time.


 


“Routine Disbursement”:
As defined within the definition of “Major Decision”.


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 






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“S&P”:
S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If neither
S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other NRSRO or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of 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 11.05(a)(iv).


 


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


 


“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions
of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and
to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date (and
not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments
with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the Mortgagor
as of the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending
after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received
by the Master Servicer as of the Business Day preceding the related P&I Advance Date) or (ii) advanced by the Master Servicer
or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all Balloon Payments
with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each
Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related Due Date or
last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the
related P&I Advance Date), and to the extent not included in clause (a) above.


 


“Secure Data
Room”: The “Secure Data Room” tab on the page relating to this transaction within the Certificate Administrator’s
website (initially “www.ctslink.com“).


 


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


 


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


 






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


 


“Serviced AB
Mortgage Loan”: Any AB Mortgage Loan serviced pursuant to this Agreement. For the avoidance of doubt, there are no Serviced
AB Mortgage Loans as of the Closing Date.


 


“Serviced AB
Whole Loan”: Any AB Whole Loan serviced pursuant to this Agreement. For the avoidance of doubt, there are no Serviced
AB Whole Loans as of the Closing Date.


 


“Serviced AB
Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or similarly
defined party identified in the related AB Intercreditor Agreement. For the avoidance of doubt, there are no Serviced AB Whole
Loan Controlling Holders as of the Closing Date.


 


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


 


“Serviced Companion
Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Companion Loan.


 


“Serviced Companion
Noteholder”: A holder of a (i) Serviced Pari Passu Companion Loan or (ii) any AB Subordinate Companion Loan related to
a Serviced AB Whole Loan, as applicable.


 


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


 


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


 


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


 


“Serviced Pari
Passu Companion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan.


 






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“Serviced Pari
Passu Companion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust
Fund, any class of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.


 


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


 


“Serviced Pari
Passu Whole Loan”: Each of (i) the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement other than any such Whole Loan that is an AB Whole Loan, and
(ii) prior to the related Servicing Shift Securitization Date, the Whole Loans identified as “Servicing Shift” under
the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement other than any such Whole
Loan that is an AB Whole Loan.


 


“Serviced REO
Loan”: Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced REO
Property”: Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced Securitized
Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion
Loan is included in a Regulation AB Companion Loan Securitization.


 


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


 


“Serviced Whole
Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement
related to a Serviced Whole Loan.


 


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable remittance
date (or equivalent concept) in the related Intercreditor Agreement; or (ii) if no such applicable remittance date (or equivalent
concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) the Remittance Date and (B) one (1) business
day after the “determination date” (or any term substantially similar thereto) as defined in the related Other Pooling
and Servicing Agreement, in each case, as long as the date on which the remittance is required is at least one (1) Business Day
after the Due Date.


 


“Servicer Termination
Event”: One or more of the events described in Section 7.01(a).


 






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“Servicing Account”:
The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and, in the case of a Serviced Mortgage
Loan, the related Serviced 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) a Mortgaged Property
securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property related to a
Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause (b), but not limited to,
(x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation,
restoration and protection of a Mortgaged Property and the priority of a Mortgage, (iii) obtaining any Insurance and Condemnation
Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of “Liquidation
Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and
(v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically designated
herein to be paid as a “Servicing Advance”. Notwithstanding anything 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 under the related Intercreditor Agreement or this Agreement.


 


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time and which as of
the Closing Date are listed on Exhibit Z hereto.


 


“Servicing Fee”:
With respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan, and any REO Loan, the
fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing Fee
Rate”: With respect to (i) each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any successor REO Loan (excluding
any Companion Loan), a per annum rate equal to the sum of the rates set forth on the Mortgage Loan Schedule under the headings
“Master & Primary Servicing Fee Rate (%)” and “Sub-Servicer Fee Rate (%)” less, with respect to any
Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate, in each case computed on the basis of the Stated
Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such
loans, and (ii) the Phoenix Industrial Portfolio II Pari Passu Companion Loans, a per annum rate equal to 0.00125%, (iii)
the 600 & 620 National Avenue Pari Passu Companion Loans, a per annum rate equal to 0.00125%, (iv) the Global Data Center
Pari Passu Companion Loan, a per


 



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 annum rate equal to 0.02125%, (v) The Chantilly Office Portfolio Pari Passu Companion Loans,
a per annum rate equal to 0.00125%, (vi) the Smoke Tree Village and Smoke Tree Commons Pari Passu Companion Loans, a per
annum rate equal to 0.00250%, (vii) the Gatlin Retail Portfolio Pari Passu Companion Loan, a per annum rate equal to
0.00125%, (viii) the Ambler Yards Pari Passu Companion Loan, a per annum rate equal to 0.00125%, (ix) the Blackmore Marketplace
Pari Passu Companion Loan, a per annum rate equal to 0.00125%, (x) the Landing at Fancher Creek Pari Passu Companion Loan
(prior to the related Servicing Shift Securitization Date), a per annum rate equal to 0.00250%, (xi) the Courtyard by Marriott
Secaucus Pari Passu Companion Loan, a per annum rate equal to 0.00125%; provided that with respect to each Servicing
Shift Mortgage Loan, on and after the related Servicing Shift Securitization Date, the “Primary Servicing Fee Rate”
with respect to such Mortgage Loan comprising a part of the related Servicing Fee Rate shall be 0% per annum and with respect
to each Companion Loan related to a Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, the
Servicing Fee Rate for such Companion Loan shall be 0% per annum.


 


“Servicing File”:
A photocopy or electronic copy of all items required to be included in the Mortgage File, together with each of the following,
(a) to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to
the extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates
to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any
engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted
commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property,
a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller;
(iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications
between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence
analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable
insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal
for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents
were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the
related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that
were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property and (b) copies of all modifications,
extensions and amendments related to the above, any Appraisals and any other document necessary to service the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan, in each case, that are created or prepared after the Closing
Date.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that
address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid
principal balance as of any date of determination in accordance with ARTICLE XI or (ii) the Depositor reasonably determines
that the Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to


 



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applicable
Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing
Function Participants as of the Closing Date are listed on Exhibit FF hereto. Exhibit FF shall be updated and provided
to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing Officer”:
Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear
on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer to the Certificate
Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be amended from time to
time thereafter.


 


“Servicing Shift
Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence
of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including any
amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. As of the Closing Date, the Landing at Fancher Creek Pari Passu Companion Loan identified
as note A-1 will be a Servicing Shift Lead Note related to the Trust.


 


“Servicing Shift
Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be
serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the related Non-Serviced
PSA entered into in connection with the securitization, if any, of the related Servicing Shift Lead Note on the related Servicing
Shift Securitization Date. As of the Closing Date, the Landing at Fancher Creek Mortgage Loan will be a Servicing Shift Mortgage
Loan related to the Trust. After the last Servicing Shift Securitization Date, there will be no Servicing Shift Mortgage Loans
related to the Trust.


 


“Servicing Shift
Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead
Note is included in a Non-Serviced Trust; provided that the holder of such Servicing Shift Lead Note provides each of the
parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced PSA)
with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to be included
in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Trustee. The date on which the Landing at Fancher Creek
Pari Passu Companion Loan identified as note A-1 is included in a securitization trust is a Servicing Shift Securitization Date
related to the Trust (subject to the proviso in the immediately preceding sentence).


 


“Servicing Shift
Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Servicing Shift Mortgage
Loan included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of


 



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which is expected
to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the related Servicing Shift
Lead Note on the related Servicing Shift Securitization Date. As of the Closing Date, the Landing at Fancher Creek Whole Loan will
be a Servicing Shift Whole Loan related to the Trust. After the last Servicing Shift Securitization Date, there will be no Servicing
Shift Whole Loan related to the Trust.


 


“Servicing Standard”:
As defined in Section 3.01(a).


 


“Servicing Transfer
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or related Serviced Companion Loan,
the occurrence of any of the following events:


 


(i)           the
related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master Servicer or
the Special Servicer, on or before the due date of such Balloon Payment, a written and fully executed (subject only to customary
final closing conditions) refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to
the Master Servicer or the Special Servicer, as applicable (and the Master Servicer or the Special Servicer, as applicable, shall
promptly forward such commitment to the Special Servicer or the Master Servicer, as applicable), which provides that such refinancing
will occur within one hundred-twenty (120) days after the date on which such Balloon Payment will become due (provided that
if either (x) such refinancing does not occur before the expiration of the time period for refinancing specified in such refinancing
commitment or (y) the Master Servicer is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of
any Serviced Whole Loan, in respect of the Mortgage Loan included in the same Serviced Whole Loan) at any time prior to such a
refinancing, a Servicing Transfer Event will occur immediately) or


 


(ii)          the
related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment (other than
a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied for
sixty (60) days; or


 


(iii)         the
Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination
of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A)
with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and
only if no Control Termination Event has occurred and is continuing) or (B) following consultation with the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and
is continuing but no Consultation Termination Event has occurred and is continuing), that a default in making any Periodic Payment
(other than a Balloon Payment) or any other material payment (other than a Balloon Payment) required under the related Mortgage
Note or the related Mortgage is likely to occur in the foreseeable future, and such default is


 



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likely to remain unremedied for
at least sixty (60) days beyond the date on which the subject payment will become due; or the Master Servicer determines (in accordance
with the Servicing Standard) or receives from the Special Servicer a written determination of the Special Servicer (which determination
the Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and
is continuing) or (B) following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan
with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination
Event has occurred and is continuing), that a default in making a Balloon Payment is likely to occur in the foreseeable future,
and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which such Balloon Payment will
become due (or, if the Mortgagor has delivered a written and fully executed (subject only to customary final closing conditions)
refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer or the
Special Servicer (and the Master Servicer or the Special Servicer, as applicable, shall promptly forward such commitment to the
Special Servicer or Master Servicer, as applicable) which provides that such refinancing will occur within one hundred-twenty (120)
days following the date on which such Balloon Payment will become due, the Master Servicer determines (in accordance with the Servicing
Standard) or receives from the Special Servicer a written determination of the Special Servicer (which determination the Special
Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other
than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing)
or (B) following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan with respect to
such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred
and is continuing), that (A) the Mortgagor is likely not to make one or more Assumed Scheduled Payments prior to such a refinancing
or (B) such refinancing is not likely to occur within one hundred-twenty (120) days following the date on which such Balloon Payment
will become due); or


 


(iv)         there
shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure
of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless
such default has been waived in accordance with Section 3.07 or Section 3.18) under the related Mortgage Loan documents,
other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable judgment of the Master
Servicer or the Special Servicer (and in the case of the Special Servicer (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and
is continuing) or (B) following consultation with the Directing Certificateholder


 



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(other than with respect to an Excluded Loan
with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination
Event has occurred and is continuing)), materially impair the value of the related Mortgaged Property as security for such Mortgage
Loan or Serviced Whole Loan or otherwise materially and adversely affect the interests of Certificateholders (or, in the case of
any Serviced Whole Loan, the interests of any related Serviced Pari Passu Companion Loan Holder), which default has continued unremedied
for the applicable cure period under the terms of such Mortgage Loan or Serviced Whole Loan (or, if no cure period is specified,
sixty (60) days); or


 


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


 


(vi)         the
related Mortgagor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)        the
related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition
to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors,
or voluntarily suspended payment of its obligations; or


 


(viii)       the
Master Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings with
respect to the corresponding Mortgaged Property; or


 


(ix)          the
Master Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only for so long as no Control Termination Event has
occurred and is continuing)) determines that (i) a default (including, in the Master Servicer’s or the Special Servicer’s
judgment, the failure of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage
Loan documents, unless such default has been waived in accordance with Section 3.07 or Section 3.18) under the Mortgage
Loan documents (other than as described in clause (iii) above) is imminent or reasonably foreseeable, (ii) such default
will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu
Companion Loan (if any) or otherwise materially and adversely affect the interests of Certificateholders (or the related Serviced
Pari


 



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Passu Companion Loan Holder) and (iii) the default is likely to continue unremedied for the applicable cure period under the
terms of the Mortgage Loan documents, or, if no cure period is specified and the default is capable of being cured, for sixty (60)
days;


 


provided that any Mortgage Loan
(excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced
Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes
a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage
Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a Specially Serviced Loan. With respect
to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the Non-Serviced
PSA.


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar quarter
of any calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the
date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related
Mortgage Loan documents. The Depositor and the Master Servicer acknowledge that in the event the Mortgaged Property securing the
related Serviced Companion Loan 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, such date on which such quarterly financial statements
are required to be delivered to the related lender under the related Mortgage Loan documents is, with respect to net operating
income information, (a) for the Phoenix Industrial Portfolio II Pari Passu Companion Loan, thirty (30) days following the end of
each fiscal quarter, subject to the terms of the related loan agreement, (b) for the 600 & 620 National Avenue Pari Passu Companion
Loans, thirty (30) days following the end of each fiscal quarter, subject to the terms of the related loan agreement, (c) for the
Global Data Center Pari Passu Companion Loans, sixty (60) days following the end of each fiscal quarter, subject to the terms of
the related loan agreement, (d) for the Smoke Tree Village and Smoke Tree Commons Pari Passu Companion Loans, thirty (30) days
following the end of each fiscal quarter, subject to the terms of the related loan agreement, (e) for the Gatlin Retail Portfolio
Pari Passu Companion Loans, thirty (30) days following the end of each fiscal quarter, subject to the terms of the related loan
agreement, (f) for the Landing at Fancher Creek Pari Passu Companion Loans, thirty (30) days following the end of each fiscal quarter,
subject to the terms of the related loan agreement, and (g) for the Courtyard by Marriott Secaucus Pari Passu Companion Loan, forty-five
(45) days following the end of each fiscal quarter, subject to the terms of the related loan agreement.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the ninetieth (90th) day after
the end of such calendar year.


 


“Similar Law”:
As defined in Section 5.03(o).


 






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“Smoke Tree
Village and Smoke Tree Commons Intercreditor Agreement”: That certain Amended and Restated Co-Lender Agreement, dated
as of September 6, 2019, by and between the holders of the respective promissory notes evidencing the Smoke Tree Village and Smoke
Tree Commons Whole Loan, setting forth the relative rights of such holders, as the same may be amended in accordance with the terms
thereof.


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
holding 100% of the then-outstanding Class F, Class G and Class NR-RR Certificates; provided that the Certificate Balances
of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D and Class E Certificates have
been retired.


 


“Special Notice”:
As defined in Section 5.06.


 


“Special Servicer”:
Rialto Capital Advisors, LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor
special servicer appointed as provided herein (and including with respect to any Excluded Special Servicer Loan, if any, the related
Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may
require).


 


“Special Servicer
Decision”: With respect to any Mortgage Loan:


 


(a)           approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);


 


(b)           subject
to the proviso at the end of this definition, consent to actions and releases related to condemnation of parcels of a Mortgaged
Property;


 


(c)           any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback” or similar escrows or reserves, including the funding or disbursement of any such
amounts with respect to any Mortgage Loan, but excluding, as to any Mortgage Loan that is not a Specially Serviced Loan, any routine
and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria or lender
discretion is not required or permitted pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt,
any request with respect to a Mortgage Loan that is not a Specially Serviced Loan for Routine Disbursements or any other funding
or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, shall not constitute a Special Servicer
Decision; provided, however, that in the case of any Mortgage Loan whose escrows, reserves, holdbacks and related
letters of credit exceed, in the aggregate, at the related origination date, 10% of the initial principal balance of such Mortgage
Loan (which Mortgage Loans are identified on Schedule 3 hereto), no such funding or disbursement of such escrows, reserves,
holdbacks or letters of credit shall be deemed to constitute a Routine Disbursement, and shall instead constitute Special Servicer
Decisions, except for the routine funding of tax payments and insurance premiums when due and payable (provided that the
Mortgage Loan is not a Specially Serviced Loan));


 






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(d)           requests
to incur additional debt in accordance with the terms of the applicable Mortgage Loan documents;


 


(e)           subject
to the proviso at the end of this definition, any approval or consent to grants of easements or rights of way (including without
limitation, for utilities, access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage
Loan to easements, that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any
payments with respect to the related Mortgage Loan or any related Companion Loan;


 


(f)            determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new Ground Lease; and


 


(g)           other
than with respect to a Ground Lease, any modification, waiver or amendment of any lease, the execution of a new lease or the granting
of a subordination, non-disturbance and attornment agreement in connection with any lease at a Mortgaged Property or REO Property
if the lease affects an area greater than the lesser of (i) 30% of the net rentable area of the improvements at the Mortgaged Property
and (ii) 30,000 square feet of the improvements at the Mortgaged Property; provided that the Special Servicer will be required
to reach a decision on any such Special Servicer Decision within twenty (20) Business Days of its receipt from the Mortgagor of
all information reasonably requested by the Special Servicer in order to process the Special Servicer Decision (such twenty (20)
Business Days being inclusive of the five (5) Business Day period within which the Directing Certificateholder is required to grant
or withhold its consent);


 


provided that
with respect to any Non-Specially Serviced Loan, if the Special Servicer determines (i) with respect to clause (b) above,
that a condemnation is not with respect to a material parcel or a material income producing parcel and that such condemnation does
not materially affect the use or value of the related Mortgaged Property or the ability of the related borrower to pay amounts
due in respect of the related Mortgage Loan or Companion Loan when due, or (ii) with respect to clause (e) above that an
easement or right of way will not materially affect the use or value of a Mortgaged Property or a borrower’s ability to make
payments with respect to the related Mortgage Loan or any related Companion Loan, it is required to provide written notice of such
determination to the Master Servicer, in which case, the Master Servicer will process such decision and such decision will be deemed
to be a Master Servicer Decision not a Special Servicer Decision; provided, further, that the Special Servicer shall
make any such determination and provide any such notice within two (2) Business Days of its receipt of a request related to any
such decision; provided, further, however, that if the Special Servicer does not provide such notice within
two (2) Business Days, such matter will be a Special Servicer Decision and not a Master Servicer Decision.


 


Notwithstanding the foregoing,
the Master Servicer and the Special Servicer may mutually agree as provided in this Agreement that the Master Servicer shall process
any of the foregoing matters with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan
that is a Non-Specially Serviced Loan. If the Master Servicer


 



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and the Special Servicer mutually agree that the Master Servicer
shall process a Special Servicer Decision with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan that is a Non-Specially Serviced Loan, the Master Servicer shall be required to obtain the Special Servicer’s
prior consent (or deemed consent as set forth in Section 6.08) to the Special Servicer Decision.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable
to the Special Servicer pursuant to Section 3.11(b).


 


“Special Servicing
Fee Rate”: With respect to any Specially Serviced Loan or REO Property, a rate equal to (a) 0.2500% per annum
computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including any REO Loan) and Companion Loan,
as applicable, in the same manner as interest is calculated on such Specially Serviced Loan or (b) if such rate in clause (a)
would result in a Special Servicing Fee with respect to a Specially Serviced Loan or REO Property (other than an REO Property acquired
with respect to any Non-Serviced Whole Loan) that would be less than $3,500 in any given month, then the Special Servicing Fee
Rate for such month for such Specially Serviced Loan or REO Property shall be the higher per annum rate as would result
in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan or REO Property.


 


“Specially Serviced
Loan”: As defined in Section 3.01(a).


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup Day”:
The day designated as such in Section 10.01(b).


 


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off Date
Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the Trust,
the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, whether or not received) minus (y) the sum of:


 


(i)           the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced
by the Master Servicer;


 


(ii)          all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution);


 


(iii)         the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation
Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, after the Due Date in the related month of substitution); and


 






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(iv)         any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


With respect to any REO
Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the Stated Principal Balance
of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the sum of:


 


(i)           the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)          the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A Mortgage Loan or an
REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated
Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation
Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.


 


With respect to each
Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion
Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the
Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.


 


With respect to any REO
Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the
Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the
principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer,
the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class NR-RR Certificate.


 


“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan or any AB Subordinate Companion Loan.


 






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


 


“Subsequent
Third Party Purchaser”: A “third party purchaser” (as defined in the Risk Retention Rule) for so long as
it holds one or more Risk Retention Certificates.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under this
Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being
replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving Entity”:
As defined in Section 6.03(b).


 


“Tax Returns”:
The federal income tax returns on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders
or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal
tax law or Applicable State and Local Tax Law.


 


“Temporary Regulation
S Book-Entry Certificate”: As defined in Section 5.02(a).


 


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


 


“The Chantilly
Office Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of July 11, 2019, by
and between the holders of the respective promissory notes evidencing The Chantilly Office Portfolio Whole Loan, setting forth
the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 






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“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transfer Restriction
Period”: The period from the Closing Date to the earliest 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; and (iii)
two years after the Closing Date; and (b) such other date as permitted under the Risk Retention Rules to the extent effectively
abolished or officially amended or determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the Federal
Housing Finance Agency, the Commission and the Department of Housing and Urban Development to be no longer applicable to the Trust.


 


“Transferable
Servicing Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO
Loan with respect thereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the fee payable to the Master Servicer as the portion of the Servicing Fee attributable to primary servicing and
(ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject to
reduction by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt, the Transferable Servicing
Interest with respect to each Mortgage Loan is zero.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(q)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(q)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “UBS Commercial Mortgage Trust 2019-C17”.


 


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to
time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights


 



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under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent
of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve
accounts, to the extent such interest belongs to the related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights
and Obligations will be an asset of the Trust.


 


“Trust REMIC”:
As defined in the Preliminary Statement.


 


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and shall be paid as a
portion of the Certificate Administrator Fee.


 


“UBS AG, New
York Branch”: UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, a Swiss bank,
or its successor in interest.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC Financing
Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
UBS Securities LLC, Wells Fargo Securities, LLC, CIBC World Markets Corp., Drexel Hamilton, LLC, Academy Securities, Inc., Bancroft
Capital, LLC and Brean Capital, LLC.


 


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable
by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 






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“United States
Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise
from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on the Mortgage Loans as of the Determination Date and (b) any other collections (exclusive
of payments by the Mortgagors) 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 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 and Condemnation Proceeds shall 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 expenses incurred in connection with the related Mortgage Loan.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


“Upper-Tier
REMIC”: One of the REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests and such
amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage
Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17, Upper-Tier REMIC Distribution Account”. Any
such account or accounts shall be an Eligible Account.


 


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income
is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over


 



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the administration of such trust, and one or more such U.S. Tax Persons have the authority
to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts
in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2% in the
case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination)
and (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98% and a fraction, the numerator
of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether
to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j),
taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the
Certificates pursuant to Section 4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately
preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with
any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating
Advisor pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Cumulative
Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of the Principal Balance Certificates,
determined as of the Distribution Date immediately preceding such time. The Voting Rights of any Class of Certificates shall be
allocated among Certificateholders of such Class in proportion to their respective Percentage Interests. The Class Z and Class
R Certificates will not be entitled to any Voting Rights.


 


“VRR Interest”:
Collectively, the Certificates described in the following table:


 






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        Class
of Certificates
	
        Certificate
Balance, Notional

Amount or Percentage

Interest

	Class A-1 Certificates	$1,114,000
	Class A-2 Certificates	$337,000
	Class A-SB Certificates	$1,924,000
	Class A-3 Certificates	$7,676,000
	Class A-4 Certificates	$10,144,000
	Class X-A Certificates	$21,195,000
	Class X-B Certificates	$4,997,000
	Class X-D Certificates	$1,628,000
	Class X-F Certificates	$644,000
	Class X-G Certificates	$341,000
	Class A-S Certificates	$2,271,000
	Class B Certificates	$1,363,000
	Class C Certificates	$1,363,000
	Class D Certificates	$871,000
	Class E Certificates	$757,000
	Class F Certificates	$644,000
	Class G Certificates	$341,000
	Class NR-RR Certificates	$1,476,000
	Class Z Certificates	3.75%


 


“VRR Retaining
Party”: Any Holder of all or any portion of the VRR Interest. As of the Closing Date, RREF III-D UBSCM 2019-C17 MOA,
LLC is the VRR Retaining Party.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates
of the Mortgage Loans (including any Non-Serviced Mortgage Loans) and any REO Loan allocable to a Mortgage Loan (but not a Companion
Loan) as of the first day of the related Collection Period, weighted on the basis of their respective Stated Principal Balances
immediately following the preceding Distribution Date (or, in the case of the initial Distribution Date, as of the Closing Date).


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole Loan”:
With respect to any Mortgage Loan with a related Companion Loan, such Mortgage Loan and its related Companion Loan(s), collectively,
as identified in the “Whole Loan” chart in the Preliminary Statement. With respect to each Whole Loan, references herein
to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage Loan and the related
Companion Loan(s).


 






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“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three (3) Periodic Payments under its modified
terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to
the extent that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance
on or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout Fee
Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each collection
(other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would
be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those
included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date, received on
each Corrected Loan for so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context
requires, by a Mortgagor in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan,
calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost
interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that
such Yield Maintenance Charge may be.


 


Section 1.02         Certain
Calculations.


 


Unless otherwise specified
herein, for purposes of determining amounts with respect to the Certificates and the rights and obligations of the parties hereto,
the following provisions shall apply:


 


(i)            All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on the
basis of a three hundred-sixty (360) day year consisting of twelve (12) 30-day months.


 


(ii)           Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan are deemed to be


 



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received on the date they are applied in accordance with the Servicing
Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such
Mortgage Loan, on which interest accrues.


 


(iii)          Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on such Distribution Date pursuant to Section 4.01(a), (b) and (c), (b) any Realized
Losses allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04, and
(c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed
from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which
recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section
4.04(a).


 


(iv)          Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made in accordance with the Mortgage Loan Documents or, in the event the Mortgage Loan documents are
silent, using a discount rate (a) for principal and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable,
or sale by the Special Servicer of a Defaulted Loan, the highest of (x) the rate determined by the Master Servicer or the Special
Servicer, as applicable, that approximates the market rate that would be obtainable by the related Mortgagor on similar non-defaulted
debt of such Mortgagor as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion
Loan based on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination,
and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal
(or update of such Appraisal) of the related Mortgaged Property.


 


(v)           Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and Serviced Pari Passu Companion Loan in accordance with the respective outstanding principal balances of the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan or (ii) with respect to any Serviced AB Whole Loan, first,
to the related AB Subordinate Companion Loan and then, to the Trust.


 


[End of Article I]


 






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ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01         Conveyance
of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust,
appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse, for
the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right, title and
interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the
Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and
5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15,
17 and 18 of each of the Mortgage Loan Purchase Agreements and Section 19 of the Mortgage Loan Purchase Agreement among the Depositor,
Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP and Series
TRS of Ladder Capital Finance Holdings LLLP; (iii) the Intercreditor Agreements; (iv) all scheduled or unscheduled payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (v) any REO Property (to the extent of the Depositor’s interest therein)
or the Depositor’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related
Non-Serviced PSA; (vi) all revenues received in respect of any REO Property (to the extent of the Depositor’s interest therein);
(vii) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment of Leases and any security
agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties or lease
enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Depositor’s interest
therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Depositor’s
interest therein), amounts on deposit in the Collection Account (to the extent of the Depositor’s interest therein), the
Lower Tier REMIC Distribution Account, the Upper Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Depositor’s interest in such REO Account), including any reinvestment
income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent of the Depositor’s interest therein);
(xii) the Lower Tier Regular Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in
the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs
to the related Mortgagor, and any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively,
the “Conveyed Property”). Such assignment includes all interest and principal received or receivable on or
with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable on the Mortgage
Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) any Retained
Defeasance Rights and Obligations with respect to the Mortgage Loans. The transfer of the Mortgage Loans and the related rights
and property accomplished hereby is


 



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absolute and, notwithstanding Section 13.07, is intended by the parties to constitute
a sale. In connection with the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5
(other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17
and 18 of each of the Mortgage Loan Purchase Agreements and Section 19 of the Mortgage Loan Purchase Agreement among the Depositor,
Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP and Series
TRS of Ladder Capital Finance Holdings LLLP, it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof
in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available
to the Trustee the benefits of Sections 10, 13 and 15 in connection therewith.


 


(b)           In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i)
of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost
note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date (or such later date as may be provided under
Section 2.01(b) and (c) hereof with regard to any item), the remainder of the Mortgage File for each Mortgage Loan
and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date (which delivery shall be subject
to clause (e) and clause (f) of the first proviso to the definition of “Mortgage File”), any other items
required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts
and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied
upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit
certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred
to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage File” (or, if applicable,
a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused
by the public filing or recording office where such document or instrument has been delivered, or will be delivered within ten
(10) Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date
as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included
in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable
public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and
complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian on or
before the date set forth herein, and either the original of such non-delivered document or


 



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instrument, or a photocopy thereof
(certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents
and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete
copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian
within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after
the Closing Date as the Custodian shall consent to, which consent shall not be unreasonably withheld, as long as the applicable
Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following
such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office
or county recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot,
deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii),
(iv), (vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,”
with evidence of filing or recording thereon (if intended to be recorded or filed), for any other reason, including, without limitation,
that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document
or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy
of such non-delivered document or instrument (with evidence of filing or recording thereon and certified in the case of the documents
and/or instruments referred to in clause (ii) of the definition of “Mortgage File” by the appropriate county
recorder’s office or the applicable title insurance company to be a true and complete copy of the original thereof submitted
for recording) is delivered to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian shall
in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the
related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject
to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form
or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause
(iii), clause (v), or clause (x) of the definition of “Mortgage File” solely because of the unavailability
of filing or recording information as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such
assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially
in the form of Exhibit H; provided that all required original assignments with respect to such Mortgage Loan (in
fully complete and recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian within
one hundred-eighty (180) days after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the
Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian
no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith
to obtain from the appropriate public filing office or county recorder’s office the applicable filing or recording information
as to the related document or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan,
the delivery of any such assignments shall be subject to clause (e) and clause (f) of the first proviso to the definition
of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for
recording or


 



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filing, as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii), clause
(v), or clause (x) of the definition of “Mortgage File”, and such Mortgage Loan Seller may provisionally
satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect
to such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment
in the form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording
or filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated
thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything
herein to the contrary, with respect to the delivery of a letter of credit in the manner described in clause (A) of clause
(xii) of the definition of “Mortgage File”, the applicable Mortgage Loan Seller shall be deemed to have satisfied
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering to the
Custodian within ten (10) Business Days following the Closing Date with respect to any such letter(s) of credit a copy of such
letter of credit, the transfer documentation and such transmittal communication to the issuing bank indicating that such document
has been delivered to the issuing bank for reissuance. If a letter of credit is not in a form that would allow the Master Servicer
to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage
Loan documents, the applicable Mortgage Loan Seller shall deliver copies of the appropriate transfer or assignment documents to
the Custodian promptly following receipt of written notification thereof. If not otherwise paid by the related Mortgagor, the applicable
Mortgage Loan Seller shall pay any transfer fee required in order to transfer the beneficiary’s interest from such Mortgage
Loan Seller to the Master Servicer on behalf of the Trust as required hereunder and shall cooperate with the reasonable requests
of the Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such letter of
credit is reissued to the Master Servicer on behalf of the Trust. Regardless of the manner of delivery, the related Mortgage Loan
Seller is required pursuant to the related Mortgage Loan Purchase Agreement to indemnify the Trust for any liabilities, charges,
costs, fees or other expenses accruing from the failure of such Mortgage Loan Seller to assign all rights in and to the letter
of credit hereunder including the right and power to draw on the letter of credit.


 


(c)            Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or
recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the applicable Mortgage Loan Seller may deliver one (1) omnibus assignment for
all such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan
Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records


 



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or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be
deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be
delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such
document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in
which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because
of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its
designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related
Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to
be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation
of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who
may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s
expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the
expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of
the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and
retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an
Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other
and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.
The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which,
having been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear
of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment to the
Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any UCC-3
to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions where,
in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to the
Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the related
Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer,
the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)           All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in the case of such Mortgage Loan Seller, originals or copies of all financial statements, operating statements,
appraisals, environmental reports, engineering reports, Insurance Policies, certificates, guaranty/indemnity agreements, property
inspection reports, escrow analysis, tax bills, third-party management agreements, asset summary and financial information on the
borrower/sponsor and any guarantor, but in any case excluding the applicable Mortgage Loan Seller’s internal


 



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communications
(including such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents
prepared by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii)
are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage File
(to the extent not already delivered or made available to the Master Servicer), shall be delivered by the Depositor or the applicable
Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the Closing Date (except that copies of instruments
of assignment shall be delivered by the Custodian when the originals are returned or delivered, as applicable, to it) and shall
be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders (and as Holder of the
Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder. Such documents and records shall be
any documents and records (with the exception of any items excluded under the immediately preceding sentence) that would otherwise
be a part of the Servicing File.


 


(e)            In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee
and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each
of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


 


(f)            The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) transferred by such Mortgage Loan Seller,
whether such accounts are held in the name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master
Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.


 


(g)           With
respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loans) secured by the Mortgaged Properties identified on the
Mortgage Loan Schedule as Waramaug Florida Hotel Portfolio - Residence Inn – Port St. Lucie, Waramaug Florida Hotel Portfolio
- Springhill Suites – Tallahassee Central, SpringHill Suites Corona Riverside, Courtyard by Marriott Mt. Juliet, Hampton
Inn & Suites Mt. Juliet, Comfort Inn & Suites – Seattle, Courtyard by Marriott Secaucus, Staybridge Suites Benton
Harbor, Home2 Suites Cartersville, Springhill Suites Auburn Hills, San Antonio Hotel Portfolio - La Quinta San Antonio, San Antonio
Hotel Portfolio - Best Western Elmendorf, Best Western El Grande Inn, MainStay Suites Grantville Hershey, Fairfield Inn & Suites
Holiday Tarpon Springs, Hampton Inn Belton and Best Western Plus - Newport News, which are each subject to a franchise agreement
with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related
franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders or otherwise
have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter)
issued in the name of the Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall
provide any such required notice or make


 



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any such required request to the related franchisor (with a copy of such notice or request
to the Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort
letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement
comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing
comfort letter). If the Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement,
as applicable) within one hundred-twenty (120) days of the Closing Date, the Master Servicer shall notify the related Mortgage
Loan Seller that no such replacement comfort letter has been received.


 


(h)           Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy (which
may be sent by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing
Certificateholder, the Asset Representations Reviewer and the Operating Advisor) certifying that the electronic copies of the documents
and information uploaded to the Designated Site constitute all documents and information required under the definition of “Diligence
File” and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably
agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence File Certification”).


 


(i)            Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with a Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earliest of (i) 180 days after
the Closing Date, (ii) the Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in
accordance with the related Non-Serviced PSA, and (iii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior
to the Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance with this
Section 2.01 until the occurrence, if any, of the Servicing Shift Securitization Date, (2) no letter of credit need be amended
(including, without limitation, to change the beneficiary thereon) until the earliest of (i) the Servicing Shift Securitization
Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan
becoming a Specially Serviced Loan prior to the Servicing Shift Securitization Date in which case such amendment shall be effected
in accordance with the terms of this Section 2.01 and (iii) the earlier of (A) 180 days after the Closing Date and (B) any
such time as any such letter of credit is required to be drawn upon by the Master Servicer in which case such amendment shall be
effected in accordance with the terms of this Section 2.01, and (3) on and following the Servicing Shift Securitization
Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall
be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals
of all the Mortgage Loan documents relating to the Servicing Shift Whole Loan in its possession (other than the original note evidencing
the Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right


 



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under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage
Loan documents related to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian,
(c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph,
the preparation, execution and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee
or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or
Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer
to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow
Payments, reserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File”
for the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


 


(j)            On
or before the Closing Date, the Depositor shall deliver the Initial Schedule AL File in EDGAR-Compatible Format and Excel format,
Initial Schedule AL Additional File in EDGAR-Compatible Format and Excel format and the Annex A-1 to the Prospectus in EDGAR-Compatible
Format and Excel format to the Master Servicer at ssreports@wellsfargo.com.


 


(k)       Notwithstanding
anything to the contrary contained herein, (i) with respect to a Joint Mortgage Loan, the obligations of each of the applicable
Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited to delivery
of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint
Mortgage Loan that is serviced under this Agreement, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining
portion of the related Mortgage File or any document required to be delivered with respect thereto shall be joint and several,
provided that either of the applicable Mortgage Loan Sellers may deliver one Mortgage File or one of any other document required
to be delivered with respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each
of the applicable Mortgage Loan Sellers.


 


Section 2.02         Acceptance
by Trustee. (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or the Custodian
on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any adverse claim, of the
applicable documents specified in clause (i) of the definition of “Mortgage File” with respect to each Mortgage
Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or the Custodian on its behalf holds and
will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan Sellers that constitute
the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders and Serviced Companion
Noteholders, as applicable, and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders (and for the benefit of the Trustee as holder of the Lower-Tier
Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage
Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate
indemnity and shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this
Section 2.02.


 






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(b)           Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the
Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than sixty
(60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to the Depositor,
the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination Event shall
have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class), the Trustee, the Certificate Administrator, the Asset
Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception report
annexed to such writing (the “Custodial Exception Report”), (i) subject to the first proviso of the definition
of “Mortgage File” herein and Section 2.01, all documents specified in clauses (i) through (v),
(viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage File”,
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers
have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan,
and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule
with respect to the items specified in clauses (viii) and (ix) in the definition of “Mortgage Loan Schedule”
is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically identify
such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and the related
Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered
by the related Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing office or the
recorder’s office).


 


(c)            The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein and Section
2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and
(xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular
on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based on such examination and
only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (viii) and (ix) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)           Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in


 



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clauses (ii) through (v), (vii), (viii) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from the
applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related Mortgage
Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder,
in its sole judgment, may (other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the
Holder of the majority of the Controlling Class and, with respect to any other Mortgage Loan, only prior to the occurrence and
continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing Standard, after the
occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing
or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated
Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of the related
Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such
amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i)
until the date on which the Custodian determines and notifies the Master Servicer that such Material Defect has been cured or the
related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return such funds (or letter
of credit) to the related Mortgage Loan Seller, or (ii) until the same are applied to the Purchase Price (or the Substitution Shortfall
Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related
Mortgage Loan Seller. Notwithstanding the two (2) immediately preceding sentences, if the Master Servicer or the Special Servicer
certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the exercise of its reasonable
judgment that the document with respect to which such Material Defect exists is required in connection with an imminent enforcement
of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third
party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related
Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase
or substitute for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section
2.03(b) and Section 5 of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage
Loan Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to
repurchase (together with any applicable extension period) if it is attempting to recover the document from the applicable filing
or recording office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing
in connection with such recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution,
and in the event that the related Mortgage Loan Seller has delivered a letter of credit to the Master Servicer in accordance with
this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds
of such draw, into the Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable,
in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related
Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection Account shall be invested
in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated
as an


 



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“outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier
REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall
remain liable for any taxes payable on income or gain with respect thereto.


 


(e)           It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other
than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition
of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements
or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has
been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in the
Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part
of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be
delivered in accordance with this Section 2.02 that the related Mortgage File should include one (1) state level UCC Financing
Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two (2) or more Mortgagors, for each
Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the
Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage
File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan
that has two (2) or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same
UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and in
a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing
Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


 


(f)            If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing
a Custodial Exception Report setting forth


 



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for each affected Mortgage Loan, with particularity, the nature of such Defect (in a
form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File
but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not
been returned by the recorder’s office or filing office).


 


(g)           If
the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for
a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase
Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or
any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or the Special
Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format
so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1
Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the
applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each
case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the Repurchase
Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient,
as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase Request), (iv)
the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request Recipient as
to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this
Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to
comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation
and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this
Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of
any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including
with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.


 


In the event that the
Depositor, the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written notice of
such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer,
if relating to a Specially Serviced Loan


 



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or REO Property, and include the following statement in the related correspondence: “This
is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the UBS
Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17 requiring action by you as the
‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request by the Master Servicer
or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such 15Ga-1
Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with respect to such
15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other
than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


 


If the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice
or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously received or
given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party shall give
notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received
by the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer
or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan
Seller.


 


In the event that a Mortgage
Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Special Servicer shall promptly notify the
Depositor of such repurchase or replacement.


 


(h)           The
parties hereto acknowledge the obligation of each Mortgage Loan Seller pursuant to Section 2(d) of the related Mortgage Loan Purchase
Agreement to deliver at its expense, on or prior to the Closing Date, to the Special Servicer five (5) originals of limited powers
of attorney substantially in the form attached as Exhibit TT hereto in favor of the Special Servicer to empower the Special
Servicer to sign and/or deliver to a third party for submission, at the expense of the related Mortgage Loan Seller, any mortgage
loan documents required to be recorded as described in Section 2.01 of this Agreement and any intervening assignments with
evidence of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously
been delivered to the Trustee (or the Custodian on its behalf)); provided that if the Mortgage Loan Seller fails to promptly
pay the Special Servicer the expenses associated with recording documents as provided in this sentence, then such expenses shall
be payable out of the Trust (it being understood for the avoidance of doubt that the applicable Mortgage Loan Seller will nonetheless
remain responsible for reimbursing the Trust for such expenses). The Special Servicer shall not be liable for any failure of such
third party in connection with the foregoing, so long as the third party was chosen in accordance with the Servicing Standard.
Each Mortgage Loan Seller has agreed to reasonably cooperate with the Special Servicer in connection with any additional powers
of attorney or revisions thereto that are requested by the Special Servicer for purposes of such recordation. The parties hereto
agree that no such power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto
except to the extent that the absence of a document described in the third preceding sentence with respect to such Mortgage Loan
remains unremedied as of the


 



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date on which such Mortgage Loan becomes a Specially Serviced Loan or at the time required for enforcement
by the Trust Fund. The Special Servicer shall submit such documents for recording, at the related Mortgage Loan Seller’s
expense, after the date set forth above, provided, the Special Servicer shall not submit such assignments for recording if the
related Mortgage Loan Seller produces evidence that it or a third-party on its behalf has sent any such assignment for recording
and certifies that such Mortgage Loan Seller is awaiting its return from the applicable recording office.


 


Section 2.03         Representations,
Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
in Mortgage Files and Breaches of Representations and Warranties. (a) The Depositor hereby represents and warrants that:


 


(i)            The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the
Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it,
and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including,
but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;


 


(ii)           Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)           The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for
the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)          There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the


 



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validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)           The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


(b)           After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller, not
later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage Loan Seller’s
receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of such Material
Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, the earlier of (x)
discovery by the related Mortgage Loan Seller or any party to this Agreement of such Material Defect and (y) receipt of notice
of the Material Defect from any party to this Agreement (such ninety (90) day period, the “Initial Cure Period”),
(A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement
of any related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the
affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof), at the applicable Purchase Price and in conformity with
the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other
than with respect to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan or REO Loan
(provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and
pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and
in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except
with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian
the actual policy of lender’s title insurance required pursuant to clause (viii) of the definition of Mortgage File
by a date not later than eighteen (18) months following the Closing Date, if such Material Defect is capable of being cured but
is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding
with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional
ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period,
the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage
Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) (or, in the case of a Joint Mortgage Loan, the
applicable Mortgage Loan Seller Percentage Interest thereof) or substitute a Qualified Substitute Mortgage Loan (other than with
respect to the Whole Loans, for which no substitution will be permitted)); provided, further, that with respect to
such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee,
the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider),
the Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence
and continuance of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such


 



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Material Defect
is not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in
connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will
be cured within the Extended Cure Period; and provided, further, that, if any such Material Defect is not cured after
the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related Mortgage Loan Seller to have
received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or
substitution obligations in respect of such Material Defect until eighteen (18) months after the Closing Date for so long as such
Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator no less
than every ninety (90) days, beginning at the end of such Initial Cure Period, that such Material Defect is still in effect solely
because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing the cure
of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach which causes
any Mortgage Loan not to be a Qualified Mortgage shall be deemed to materially and adversely affect the interests of Certificateholders
therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure
Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the
preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted
by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Collection
Account. In the event the Special Servicer is required to enforce the Repurchase Request related to a Non-Specially Serviced Loan
under this Section 2.03(b), within five (5) Business Days of request by the Special Servicer, the Master Servicer shall
deliver to the Special Servicer a copy of the Servicing File with respect to any such Non-Specially Serviced Loan.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the
Trust (and, for so long as no Control Termination Event has occurred and is continuing and in respect of any Mortgage Loan that
is not (i) an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class
or (ii) a Servicing Shift Mortgage Loan (prior to the related Servicing Shift Securitization Date)), with the consent of the Directing
Certificateholder) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount
of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section
3.05(g) of this Agreement. In connection with any Loss of Value Payment with respect to any Non-Specially Serviced Loan, the
Master Servicer shall promptly provide the Special Servicer, but in any event within the time frames and in the manner provided
in Section 3.19 (as if such Mortgage Loan were subject to a Servicing Transfer Event), with the Servicing File and all information,
documents and records relating to such Non-Specially Serviced Loan and any related Serviced Companion Loan, either in the Master
Servicer’s possession or otherwise reasonably available to the Master Servicer, and reasonably required by the Special Servicer
to permit the Special Servicer to calculate the Loss of Value Payment, to the extent set forth in Section 3.19 (as if such
Mortgage Loan were subject to a Servicing Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation
Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations


 



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Reviewer attributable to the Asset Review of such Mortgage Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage
Loan Seller Percentage Interest thereof) and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is
made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf
regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect
or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph
is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Special Servicer
on behalf of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude
the Mortgage Loan Seller or the Special Servicer, as applicable, from exercising any of its rights related to a Material Defect
in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this
paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall
not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan
not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.


 


If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage
Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under
such Mortgage Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as
the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount
of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount
of any fees payable by the Mortgage Loan Seller to the Asset Representations Reviewer to the extent not previously paid by the
Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided
that in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller shall have the option to either repurchase
or substitute for the related Mortgage Loan as provided above or pay such costs and expenses; provided, further,
that if the Breach relates to a Joint Mortgage Loan, each Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller
Percentage Interest of all such costs and expenses unless such Breach relates solely to the Mortgage Note contributed by such Mortgage
Loan Seller. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit
the amount of such costs and expenses and, upon its making such remittance, the related Mortgage Loan Seller shall be deemed to
have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage
Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by the related Mortgage
Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage
Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date
in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after
the related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the
related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of


 



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substitution, and Periodic Payments due with
respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf
of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by
the Master Servicer or the Special Servicer to the applicable Mortgage Loan Seller effecting the related repurchase or substitution
promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement,
a delay in either the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the applicable
Mortgage Loan Seller of its obligation to cure, repurchase or substitute (or make a Loss of Value Payment with respect to) for
the related Mortgage Loan if (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material
Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement,
to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after
such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception
Report or possession of the Mortgage File), (iii) such delay precludes such Mortgage Loan Seller from curing such Material Defect
and (iv) such Material Defect does not relate to the applicable Mortgage Loan not being a Qualified Mortgage. 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, theater or fitness center (operated
by a borrower), then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not
be a Material Defect.


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage
Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may be released pursuant
to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact,
released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents
and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release in lieu of repurchase would
not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust REMIC or the
issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


(c)           Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b)
the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included
in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate
from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (c) the absence from
the Mortgage File of the item called for by clause (viii) of the definition of Mortgage File; (d) the absence from the Mortgage
File of any


 



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intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless
there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a copy of the intervening
assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening assignments were sent
for filing or recordation, as applicable; (e) the absence from the Mortgage File of any required letter of credit; or (f) with
respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original, if available)
of the related Ground Lease; provided, however, that no Defect (except the Defects previously described in sub-clauses
(a) through (f) of this Section 2.03(c)) shall be considered to materially and adversely affect the value of
the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless
the document with respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s
rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to
the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan
or for any immediate significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced
Mortgage Loan previously described in sub-clauses (b) through (f) of this Section 2.03(c) shall be considered
to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests
of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable
to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such notice
or otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with the terms
of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery
of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided in clause
(viii) of the definition of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s title insurance,
shall not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian
not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller
has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement,
in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the
Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document,
the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller
pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall
be liable for any such loss to the extent provided for in Section 8.01.


 


(d)           In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other
than attorney-client communications that are privileged


 



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communications), and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable Mortgage
Loan Seller or its designee in the same manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement and, if
applicable, the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller or its designee the
legal and beneficial ownership of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof
and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents.


 


(e)           Section
5 of each of the Mortgage Loan Purchase Agreements and the provisions of this Section 2.03 provide the sole remedy available
to the Certificateholders (subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee
on behalf of the Certificateholders, the Master Servicer or the Special Servicer, with respect to any Material Defect; provided,
however, that the foregoing shall in no way limit the ability of the Special Servicer or the Trustee to take any action against
Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP or Series TRS of Ladder Capital Finance
Holdings LLLP, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation,
pursuant to Section 19 thereof.


 


(f)            The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the Certificateholders
in accordance with the Servicing Standard. Any costs incurred by the Special Servicer with respect to the enforcement of the obligations
of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered
from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The
Special Servicer shall be reimbursed for the reasonable costs of such enforcement: first, from a specific recovery, if any,
of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section
3.05(a)(vii) herein out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and
third, if at the conclusion of such enforcement action it is determined that the amounts described in clauses first
and second are insufficient, then pursuant to Section 3.05(a)(vii) herein out of general collections on the
Mortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a
Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization,
if applicable.


 


(g)           If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which also
constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right,
and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses
from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section
2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the
Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the


 



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terms of such Mortgage Loan
including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement
Rate, fees owed to the Master Servicer or the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Enforcing Servicer shall
use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard,
but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, however,
that the Enforcing Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard that such
actions by it will not impair the Enforcing Servicer’s collection or recovery of principal, interest and other sums due with
respect to the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement; provided, further,
that the Special Servicer may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion
in accordance with the Servicing Standard.


 


(h)           If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related
Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute
a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph,
and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed
Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying
Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy
the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase or substitute
for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute
for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters
of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with
the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances.
Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage Loans shall
remain in full force and effect without any modification thereof.


 


(i)             Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this
Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial
release,


 



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the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage
prepared and executed in connection with such partial release.


 


(j)            With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while the Trustee
continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller
and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage
Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will be permitted
to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans, including with respect to the
Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially
impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of the remedies
by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement
to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can
be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment
as a result of the exercise of remedies.


 


(k)           (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Enforcing Servicer, and the Enforcing Servicer shall promptly
forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject
to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.


 


(ii)            In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder (other than any Loan-Specific Directing
Certificateholder) identifies a Material Defect with respect to a Mortgage Loan (without implying any duty of such person to make,
or to attempt to make, such a discovery), that party shall deliver prompt written notice of such Material Defect to each other
party to this Agreement and the related Mortgage Loan Seller identifying the applicable Mortgage Loan and setting forth the basis
for such allegation (a “PSA Party Repurchase Request” and each of a Certificateholder Repurchase Request or
a PSA Party Repurchase Request, the “Repurchase Request”) and the Enforcing Servicer shall promptly send the
PSA Party Repurchase Request to the related Mortgage Loan Seller. The Enforcing Servicer shall act as the Enforcing Party and enforce
the rights of the Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request.


 






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(iii)          In
the event the Repurchase Request is not Resolved within one hundred-eighty (180) days after the Mortgage Loan Seller receives the
Repurchase Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall
apply. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is
sent to the related Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the Special Servicer from exercising
any of its rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage
Loan Purchase Agreement or as provided by law


 


(l)            (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder), the Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate
Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such notice
available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s
Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed
Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate their agreement with or
dissent from such Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed Course
of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received after such 30-day period
will not be taken into consideration, (b) a statement that in the event any responding 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 the course of action agreed to and/or proposed by the majority of
the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance
with the procedures relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election
Notices described in this Agreement, (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. The Certificate Administrator shall, within three
(3) Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders
and share the results with the Enforcing Servicer. 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 related 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(l) 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)


 



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on the Certificate Administrator’s tabulation
of the responses of the responding Certificateholders and whether that amount constitutes a majority. If (a) the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against
the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or
any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding
arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise
rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing
Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver
to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within thirty
(30) days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute
Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration.
In the event that any Certificateholder or Certificate Owner entitled to do so delivers a Preliminary Dispute Resolution Election
Notice and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the
Enforcing Servicer’s initial Proposed Course of Action, such responses shall be considered Preliminary Dispute Resolution
Election Notices supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority
of Certificateholders.


 


(ii)           If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do so
delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or
Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing
the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing
Certificateholder pursuant to Section 6.08.


 


(iii)          Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the
Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a)
and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims
underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later
than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and
extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting
Certificateholder may


 



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provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the
matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)          If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer shall continue to act as the Enforcing Party and shall remain obligated
under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)           If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the
terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing
Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement; provided, however, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party at the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website, and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under
clause (ii), then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled
to enforce the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)          Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 






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


 


(viii)        For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller with respect to the subject Mortgage Loan nor any of their
respective affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder, to act
as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Election Notice or Final Dispute Resolution
Election Notice or otherwise vote Certificates owned by it or such affiliate(s) with respect to a course of action proposed or
undertaken pursuant to the procedures described in this Section 2.03.


 


(ix)           The
Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting
Certificateholder shall not be entitled to then utilize the alternative method in the event that the initial method is unsuccessful.


 


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


 


(i)            The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
within thirty (30) days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider, the
“Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”)
promulgated by the Mediation Services Provider.


 


(ii)           The
mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten (10) potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The
Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


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


 


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


 


(v)           The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 






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(vi)          Out
of pocket costs and expenses of the Enforcing Servicer for mediation or arbitration, to the extent not agreed to be paid by the
Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of
arbitration) shall be reimbursable as a Servicing Advance.


 


(n)           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 by the related Mortgage Loan
Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures
(the “Arbitration Rules”) promulgated by the Arbitration Services Provider.


 


(ii)            The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied
a list of at least ten (10) potential arbitrators by the Arbitration Services Provider each party will have the right to exercise
two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference.
The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference
choices of the parties to the extent possible.


 


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


 


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


 


(v)           Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them,


 



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additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)          The
arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be entered and enforced in any court of competent jurisdiction.


 


(vii)         By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


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


 


(o)           The
following provisions will apply to both mediation and third-party arbitration:


 


(i)            Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)           If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)          The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course of
the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for
any purpose, including impeachment, in any


 



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mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)          In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement
reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs
and expenses allocated to the Requesting Certificateholder.


 


(v)           In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)          The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation or
arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that (A) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in
Section 5.06 and (B) the Enforcing Servicer shall be permitted to include such information in any 15Ga-1 Notice as it is
required pursuant to Section 2.02(g).


 


(vii)         For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or


 



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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 (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay off or deed in lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


(viii)        In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)           Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related
responsibilities pursuant to this Agreement shall be reimbursable as additional Trust Fund expenses.


 


(p)           Notwithstanding
anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable Mortgage Loan
Sellers to repurchase with respect to a Material Defect with respect to the related Mortgage Loan shall be limited to a repurchase
with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage Loan Purchase Agreement. With
respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect to the Mortgage Note
sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material Defect
with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect
to such Joint Mortgage Loan.


 


Section 2.04         Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage Files and a fully
executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the
other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, (i) in exchange
for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC, receipt of which is
hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the
Depositor; (ii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier
REMIC; (iii) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused
the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the
Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class
R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees of such Certificates in authorized Denominations
evidencing the entire beneficial ownership of the Upper-Tier REMIC (and, in the case of the Class R Certificates, the Class LR
Interest and the Class UR Interest); and (iv) the Trustee acknowledges that it has caused the Certificate Administrator to issue
the Class Z Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to
or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees,
of such Certificates in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor
Trust.


 






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Section 2.05         Creation
of the Grantor Trust. The portion of the Trust consisting of the Class Z Specific Grantor Trust Assets, undivided beneficial
ownership of which will be represented by the Class Z Certificates, shall be treated as a grantor trust within the meaning of
subpart E, part I of subchapter J of the Code.


 


[End of Article II]


 


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01         The
Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans,
the Serviced Companion Loans, and REO Properties. (a) The Master Servicer and Special Servicer shall diligently service and
administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and the REO Properties
(other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated (as provided below) to service in accordance
with applicable law, this Agreement and the Mortgage Loan documents and, in the case of a Serviced Whole Loan, the related Intercreditor
Agreement on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of
the Serviced Companion Loans, the Companion Holders and the Trustee (as Holder of the Lower-Tier Regular Interests), as a collective
whole, taking into account the subordinate or pari passu nature of such Companion Loans (as determined by the Master Servicer
or the Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this
Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor
Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account
the subordinate or pari passu nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a
conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided
that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any
action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer,
as the case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the
Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the
related Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in which,
and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may
be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and
diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage
loans owned by the Master Servicer or the Special Servicer, as the case may be, with a view to (A) the timely recovery of all
payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced
Loan or an REO Property, the maximization of recovery of principal and interest on a net present value basis on such Mortgage
Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective
whole as if such


 



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Certificateholders constituted a single lender) (and, in the case of any Whole Loan, the best interests of the
Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder
or holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari passu
nature of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in its
reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent institutional
commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest
arising from: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the
Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any
originator of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate (or any interest
in any Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan) by the Master Servicer, the Special Servicer
or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer
to make Advances; (iv) the right of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates
to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction;
(v) the ownership, servicing or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or
(b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust
by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor
(including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion
Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation
of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage
Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective Affiliates is a Mortgage
Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans
(other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has
occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect
to Non-Specially Serviced Loans in connection with any Major Decision or Special Servicer Decision and (ii) any REO Properties
(other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments
and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially
Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event
had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render
such services with respect to such Specially Serviced Loans and REO Properties as are


 



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specifically provided for herein; provided,
further, however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as
such failure results from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply
with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in
its capacity as Master Servicer, shall not have any responsibility for the performance by the Special Servicer, in its capacity
as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have
any responsibility for the performance by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement.
Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction
of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to (i) the processing of any Major
Decision or Special Servicer Decision by the Special Servicer in accordance with the terms of this Agreement and (ii) Section
3.19 and in accordance with the terms of this Agreement, the Master Servicer shall be obligated to service and administer any
Non-Specially Serviced Loan and any related Serviced Companion Loan. The Special Servicer shall perform property inspections, use
its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls and forward to the Master
Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with
Section 3.12. After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially
Serviced Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues
remain unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein
contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability
or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely
affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect
to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision
in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit
of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with respect to
one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability
on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage
Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.


 


(b)           Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, each of the Master Servicer and the Special Servicer shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each of the Master Servicer and the Special Servicer (with respect to (x) Special Servicer Decisions and Major Decisions on the
Mortgage Loans and (y) the Specially Serviced Loans and REO Properties), in its own name (or in the name of the Trustee and, if
applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered


 



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by the Trustee to execute and deliver,
on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder)
and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan it is obligated to service
under this Agreement: (i) any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements
and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document
in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18
and 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained
in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents
in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any
or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in
their representative capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially
Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such
Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents.
Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer
original powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other
form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request,
furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers of attorney substantially in the form
of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee
and the Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master
Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided,
however, that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer,
or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall
not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
name without indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity
(unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and
if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or 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 required to be registered to do business in any state.


 






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(c)           To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall require the costs of such
Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage Loan documents
or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor to bear the costs of any Rating
Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall not waive the requirement
that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of the related Mortgage Loan documents
or Companion Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs of any Rating
Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use reasonable efforts to
have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the payment of such costs and
expenses out of pocket other than as a Servicing Advance.


 


(d)           The
relationship of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties to
be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)            The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)            Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later
of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, the Master Servicer shall notify each lessor under
a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that (A) the
Trust is the leasehold mortgagee, (B) any notice of default under such Ground Lease that is required to be delivered to the leasehold
mortgagee pursuant to the terms of such Ground Lease shall be delivered to the Master Servicer (who shall forward such notice to
the Special Servicer), and (C) the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit
of the Certificateholders. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor.


 






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With respect to letters
of credit delivered in accordance with subclause (B) of clause (xii) of the definition of “Mortgage File”,
(a) within sixty (60) days of the Closing Date or such shorter period as is required by the terms of such letter of credit or other
applicable Mortgage Loan documents, the related Mortgage Loan Seller shall notify the bank issuing the letter of credit that the
Master Servicer on behalf of the Trustee shall be the beneficiary under such letter of credit, and (b) within sixty (60) days of
the Closing Date, the Master Servicer shall present such letter of credit and the related assignment documentation delivered by
the Mortgage Loan Seller in accordance with such subclause of the definition of “Mortgage File” to the letter of credit
bank issuing such letter of credit and request that such letter of credit bank reissue the letter of credit in the name of “Wells
Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of registered holders of UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
2019-C17”. The Master Servicer shall otherwise use reasonable efforts to obtain such reissued letter of credit back from
the issuing letter of credit bank within sixty (60) days (and in any event within ninety (90) days) following the Closing Date.
The related Mortgage Loan Seller shall provide such reasonable cooperation as requested by the Master Servicer, including without
limitation by delivering such additional assignment or amendment documents required by the issuing bank in order to reissue a letter
of credit as provided above.


 


If a letter of credit
is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated in the preceding
sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or Special Servicer in
connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the related Mortgagor
to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the applicable
Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase
Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications
to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised
reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage
Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and
expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications
to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer shall have any liability
for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 


The Master Servicer acknowledges
that any letter of credit held by it shall be held in its capacity as agent of the Trust, and if the Master Servicer sells its
rights to service the applicable Mortgage Loan, the Master Servicer shall assign the applicable letter of credit to the Trust or
(with respect to any Specially Serviced Loan) at the direction of the Special Servicer to such party as the Special Servicer may
instruct, in each case at the expense of the Master Servicer. The Master Servicer shall indemnify the Trust for any loss caused
by the ineffectiveness of such assignment.


 






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(g)           Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)           Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor Agreement,
as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with
the related Intercreditor Agreement remain due and owing.


 


(i)            The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any
such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall
be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to any Serviced
Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan Holder(s), in
accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion
Loan(s) and then, pro rata and pari passu, by the Trust and any Serviced Pari Passu Companion Loan(s), in
accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan(s).


 


(j)            Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances)
even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement
is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that, other
than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage
Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after
the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the
Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part
of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the related Serviced
Companion Loan continues to be included in an Other


 



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Securitization, then for so long as a separate servicing agreement (pursuant
to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related Other Servicer
of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that
such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that needs
to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other Servicer
as contemplated in the second proviso to the preceding sentence, the Master Servicer shall, from collections on the related Serviced
Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master Servicer, reimburse
the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing Advances
had been made by the Master Servicer hereunder.


 


(k)           Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA. In the event of any conflict between this Agreement
and the related Non-Serviced Intercreditor Agreement, the provisions of the related Non-Serviced Intercreditor Agreement shall
control.


 


(l)            The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is included
in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan
shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has
been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement
and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade,
qualification or withdrawal of the then-current ratings of any Class of Certificates then outstanding.


 


(m)           Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a


 



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Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)           [RESERVED].


 


(o)           For
the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee have any
obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The
obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


(p)           Nothing
contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to the extent
not secured, in whole or in part, by any Mortgaged Property), accept deposits from and otherwise generally engage in any kind of
business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to this Agreement
or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the
Servicing Standard.


 


Section 3.02         Collection
of Mortgage Loan Payments. (a) The Master Servicer and the Special Servicer shall each make 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 it is obligated to service hereunder, and shall follow such collection procedures as are consistent
with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to each Mortgage
Loan that has an Anticipated Repayment Date, for so long as the related Mortgagor is in compliance with each provision of the
related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect
to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the
Maturity Date of the related ARD Loan or until the outstanding principal balance of such ARD Loan (exclusive of any portion representing
accrued Excess Interest) has been paid in full; provided, further, that the Master Servicer or the Special Servicer,
as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with
the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive
any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan three (3) times during
any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided
that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection
with any delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long
as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and


 



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remains unreimbursed
to the Trust with respect to such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period
with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the Special
Servicer, as the case may be, has, prior to the occurrence and continuance of a Consultation Termination Event, given notice of
a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event,
the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or the Special
Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five
(5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver);
provided, further, that after the occurrence and during the continuance of a Control Termination Event, the Master
Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing Standard without
the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder shall not
have any consent or consultation rights with respect to any Mortgage Loan that is an Excluded Loan as to such party with respect
to the foregoing waivers.


 


(b)           (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express
provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed
to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust
in respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any related Companion
Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first or second above, as a recovery of accrued
and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default interest and
Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the
applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth
below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause
third 


 



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that either (A)(x) was not
advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have
occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that
was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of
interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have
been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would
have occurred in connection with related Appraisal Reduction Amounts, or (B) accrued at the related Net Mortgage Rate on the
portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect
from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or second, as a recovery of principal
of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder
(or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal
balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I
Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have been a
Nonrecoverable Advance, and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not
been allocated as recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 






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eleventh,
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);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to
the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the
manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan,
amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as
described above.


 


(ii)           Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 






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third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default interest
and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of
the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth
below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest
described in subclause (i) of this clause third that either (A)(x) was not advanced because of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the
related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability
preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related
P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, or (B)
accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or second, as a recovery of principal
of such Mortgage Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I
Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have been a
Nonrecoverable Advance and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not
been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth
of the prior paragraph on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 






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ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


(iii)           Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)           To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all
Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage
Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the
month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)           In
the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess
Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the case may
be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date. None of
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of
the related Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed
to limit the provisions of Section 3.02(a).


 


(e)           In
connection with the Mortgage Loans or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow
funds or to post a letter of credit related to obtaining performance objectives, such as targeted debt service


 



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coverage levels
or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the
discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer may
continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use
such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the
related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)            Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan, and, with respect to the Servicing Shift Mortgage Loan,
promptly following receipt of notice in connection with the Servicing Shift Securitization Date, the Certificate Administrator
shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a
copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the
Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the
Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master
Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise
made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the
related Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit
into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced
Mortgaged Property or any related REO Property.


 


Section
3.03         Collection of Taxes, Assessments and Similar Items; Servicing
Accounts. (a) The Master Servicer shall establish and maintain one or more accounts (the “Servicing
Accounts”), into which all Escrow Payments received by it shall be deposited and retained, and shall administer
such Servicing Accounts in accordance with the related Mortgage Loan documents and, if applicable, the Companion Loan
documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders and
the related Serviced Companion Noteholder(s) collectively, but this shall not be construed to modify the respective
interests of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing
Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan
documents, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be
Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so
deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected
and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances;
(iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the
Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described
below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the related
Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi)
withdraw amounts deposited in error; (vii) pay Penalty


 



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Charges to the extent permitted by the related Mortgage Loan
documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section
9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the related Mortgagors
interest on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion
Loan; provided, however, that in no event shall the Master Servicer be required to remit to any Mortgagor any
amounts in excess of actual net investment income or funds in the related Servicing Account. If allowed by the related
Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for
maintenance of the Servicing Accounts.


 


(b)            The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion Loan, shall
maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments
and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage
Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related
Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all
bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the
Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution
of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for
such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer
in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any
reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of
such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow
for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special
Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as
applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard
to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due
and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property
for nonpayment of such items.


 


(c)           In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment
of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable)
and (iii) premiums on Insurance Policies, in each


 



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instance if and to the extent Escrow Payments collected from the related Mortgagor
(or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay
such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute a
Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes
and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five (5) Business Days after
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, has received confirmation
that such item has not been paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect
of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business
Days’ written (facsimile or electronic) notice before the date on which the Master Servicer is requested to make any Servicing
Advance with respect to a given Specially Serviced Loan or REO Property; provided, however, that only two (2) Business
Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on
an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled to make such a request
(other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than once per calendar
month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay the aggregate amount of
such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer shall remit such
Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any Servicing Advances; provided
that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer may make a Servicing
Advance in its sole discretion. Within five (5) Business Days of making such a Servicing Advance, the Special Servicer shall deliver
to the Master Servicer request for reimbursement for such Servicing Advance, along with all information and documentation in the
Special Servicer’s possession regarding the subject Servicing Advance as the Master Servicer may reasonably request, and
the Master Servicer shall be obligated, out of the Master Servicer’s own funds, to reimburse the Special Servicer for any
unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms
hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement.
Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the written request
therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in writing
by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment
to the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all
purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made
such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together
with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer
would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding
the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer
out of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines
in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable


 



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Servicing Advance. The Master Servicer shall notify the Special Servicer in writing
of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer
pursuant to Section 3.05 of this Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination; provided that the determination shall not be binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination, and such determination shall be binding upon the Master Servicer, and shall in no way limit the ability of
the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable Advance.
If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed Servicing
Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination that any
remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. If the Master Servicer,
the Special Servicer or the Trustee determines that a proposed Servicing Advance with respect to a Serviced Mortgage Loan, if made,
or any outstanding Servicing Advance with respect to a Serviced Mortgage Loan previously made, would be, or is, as applicable,
a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written
notice of such determination within two (2) Business Days of the date of such determination. All such Advances shall be reimbursable
in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs
incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate
Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of
the related Mortgage Loans, any related Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage
Loans, related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required Servicing Advance
as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee
shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing
Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In
addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability
determinations. The Special Servicer shall have no obligation to make any Servicing Advances under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from
amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion
Paying Agent, if applicable)


 



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(which shall be deemed first made from amounts distributable as principal and then from
all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer
(or the Special Servicer, as the case may be) has determined that a Servicing Advance with respect to such expenditure would be
a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified
the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property
from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related
Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance,
the Master Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced
by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans). The Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing
Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable
Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related
Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable servicing
advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for
under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 


(d)           In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts then
on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c), the Master
Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing Advance
as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any Companion
Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the Master Servicer’s
or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided, however,
that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall not alter the Master
Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided for in this sentence.
To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion Loan are insufficient
for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights
of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement available from
the holder of the related Companion Loan.


 


(e)           To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced


 



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Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section 3.04         The
Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account. (a)
The Master Servicer shall establish and maintain, or cause to be established and maintained, the Collection Account in which the
Master Servicer shall deposit or cause to be deposited on a daily basis and in no event later than the second (2nd)
Business Day following receipt of available and properly identified funds (in the case of payments by Mortgagors or other collections
on the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections
received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the
Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to
the appropriate Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are
received in connection with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by
it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)            all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)            all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 


(iii)           late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)          all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holder of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that are
to be deposited in the Lower-Tier REMIC Distribution


 



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Account pursuant to Section 9.01 and (B) any proceeds that are received
in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related mortgage
loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated Advances
in respect of the related Mortgage Loans;


 


(v)           any
amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)          any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)         any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in the Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in
accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance


 



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with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master
Servicer shall be located at the offices of Wells Fargo Bank, National Association. The Master Servicer shall give written notice
to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account
prior to any change thereof.


 


(b)           The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
Holders of the Excess Interest Certificates), (ii) the Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders
(other than the Holders of the Excess Interest Certificates) and (iii) the Excess Interest Distribution Account in trust for the
benefit of the Holders of the Excess Interest Certificates. The Master Servicer shall deliver to the Certificate Administrator
each month on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion
of the Available Funds attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B),
(a)(iv), (c) and (d) of the definition of Available Funds) for the related Distribution Date and (y) in the
Excess Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the Collection Account
maintained by the Master Servicer after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance
of doubt, so long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held in the Distribution
Account, the Interest Reserve Account and the Excess Interest Distribution Account shall remain uninvested.


 


With respect to any ARD
Loans in the Trust Fund, the Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest
Distribution Account to the extent required to make the distributions of Excess Interest required by Section 4.01(j) of
this Agreement.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder. Funds in
the Companion Distribution Account shall be held for the benefit of the related Companion Holder. The Companion Paying Agent shall
separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to such
Serviced Companion Loan.


 


On each Serviced Whole
Loan Remittance Date, (1) first, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof)
an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of, the applicable Serviced
Companion Loan prior to such date and deposit such amount in the Companion Distribution Account; provided, however,
that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion thereof that
is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or
the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance described
in Section 4.01(k). With respect to any Serviced Whole Loan, in the event the Master Servicer has received written notice
that an Other


 



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Servicer or Other Trustee has made an advance of a monthly debt service payment on a related Serviced Pari Passu
Companion Loan and the Master Servicer subsequently receives Late Collections in respect of such advanced payment, the Master Servicer
shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Days following receipt of such Late Collections
in properly identified funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance with the terms of this
Agreement and the related Intercreditor Agreement.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve
Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account, which shall be maintained as a segregated
account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)            any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)           any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)          any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)          any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)           any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses
(i) through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account,
as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I
Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the Master Servicer shall pay the Certificate
Administrator interest on such late payment at the Prime Rate from and including the date such payment was required to be made
(without regard to any Grace Period set forth in


 



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Section 7.01(a)(i)) until (but not including) the date such late payment
is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association
is the Certificate Administrator; provided, however, that such funds may be invested and, if invested, shall be invested
by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Wells Fargo Bank, National
Association) in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable
on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals
from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless
payable on demand. All such Permitted Investments to be administered by the Certificate Administrator, shall be made in the name
of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association,
as Trustee for the Holders of the UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
2019-C17 as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the UBS Commercial
Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17 as their interests may appear. None of
the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for any loss incurred on
such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 






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On the Closing Date,
the Depositor shall deposit $275,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds
held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2020, upon receipt by
the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator
shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. Any such
instruction shall be sent by e-mail to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject line
reference of “UBS 2019-C17 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust
Fund or any Trust REMIC. The Depositor will be the beneficial owner of the Legal Fee Reserve Account for all federal income tax
purposes, and shall be taxable on all income earned therefrom.


 


Upon the depletion of
the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify
the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator
shall have no responsibility in connection therewith.


 


The Certificate Administrator
shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final
Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account
in accordance with directions provided by the Depositor.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicer, and the Depositor of the proposed location of the Interest Reserve Account, the
Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and,
if established and the Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account,
if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account,
any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment of
funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of the
Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such account) will
be owned by the Grantor Trust for the benefit of the Holders of the Excess Interest Certificates; the Companion Distribution Account
(including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders; and the
Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account) will be owned
by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)           Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on
behalf


 



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of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Excess Interest Certificates. The Excess Interest Distribution Account
shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received by the Master Servicer prior to the Determination Date for the applicable
Collection Period.


 


(d)           Following
the distribution of the applicable portions of Excess Interest to Holders of the Excess Interest Certificates on the first Distribution
Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the
Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)           The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such funds to the Master
Servicer (along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO Liquidation Report) who shall then
remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain on such disposition
that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted
to the Companion Paying Agent for deposit into the Companion Distribution Account.


 


(f)            Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)           [RESERVED].


 


(h)           [RESERVED].


 


(i)            If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively, the
“Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, within two (2) Business Days of receipt of properly identified and available
Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator
shall account for the Loss of Value Reserve Fund as an outside


 



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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 shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders
as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the
Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of
the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund
for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section 3.05         Permitted
Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account. (a) The Master
Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection
Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not being an order of
priority and without duplication of the same payment or reimbursement):


 


(i)            (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted by
the Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances
pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion
Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion
Loans;


 


(ii)            (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or
Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and
Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as
applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section
3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds
and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating to
a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari


 



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Passu Companion Loan(s), in accordance with their respective outstanding principal balances, or (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced
AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis) and then
out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or the Master Servicer,
if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially
Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment
of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage
Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received
on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating
Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay
the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b)) Asset
Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed as a result of an Affirmative
Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other funds unrelated to
such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such P&I Advance with
respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time
that represent collections or recoveries of principal to the extent provided in clause (v) below; and provided, further,
that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special


 



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Servicer’s or the Trustee’s respective rights to receive payment pursuant to this
clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan or
any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and
REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall
be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in
accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and any Serviced
Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced
Pari Passu Companion Loans and the AB Subordinate Companion Loans), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing
Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without
duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries
on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent
collections or recoveries of principal to the extent provided in clause (v) below; provided, further, that
if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections
on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in
the case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall
be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in
accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and any


 



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Serviced
Pari Passu Companion Loans on a pro rata and pari passu basis and provided, further, that, in the case
of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall
be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated to
such Serviced Whole Loan on deposit in the Collection Account; provided, further, that with respect to a Serviced
Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall
be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect
to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided that,
with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable
P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion
Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related
to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO
Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery
Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts
received in connection therewith;


 


(vi)      at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including any
such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any such Servicing
Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to
pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and
payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances pursuant to clause
(v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement, interest on P&I
Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Companion Loan
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and AB Subordinate Companion Loans);


 


(vii)     to
reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by
such Person in respect of any


 



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Material Defect giving rise to a repurchase or substitution obligation of a Mortgage Loan Seller
or any other obligation of such Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement, including,
without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any other obligation
of such Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with respect
to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall Amount
paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition of
Purchase Price;


 


(viii)    in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of Liquidation
Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then out
of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person
in connection with the enforcement of a Mortgage Loan Seller’s obligations under Section 4 of the applicable Mortgage Loan
Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii) above or otherwise;
provided that, in the case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described
above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances or
(ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then,
from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans),
in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)       to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan
or REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in the
case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the
related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their
respective outstanding principal balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from
the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the


 



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terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans),
in each case, prior to being payable out of general collections with respect to the Mortgage Loan;


 


(x)        to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges
collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts
then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed
to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and
Workout Fees) in accordance with Section 3.11(d));


 


(xi)       to
recoup any amounts deposited in the Collection Account in error;


 


(xii)      to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating
to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii)
with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then,
from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu
basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the


 






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AB Subordinate Companion Loans),
in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)     to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b),
3.18(d), 3.18(i), 10.01(f) and Section 13.02(a) to the extent payable out of the Trust Fund, (b) the
cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that,
in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their
respective outstanding principal balances or (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the related
Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan(s)), in each case, prior
to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)    to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)     to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)    to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage 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; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section
2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent
to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon
during or prior to the month of substitution, in accordance with Section 2.03(b);


 



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(xvii)   to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)  to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)     to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xx)      [RESERVED];


 


(xxi)     to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxii)    to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to or as contemplated by this Agreement,
the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.


 


The Master Servicer shall
pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer
from the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer
of the Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible Officer
of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall
keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan and property-by-property
basis, for the purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding the above, no written
certificate is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other than the initial
collection on a Corrected Loan.


 






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Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer out
of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise
be payable to the related Companion Loan.


 


(b)       The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)        to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)       to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)       to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) with respect to the Mortgage Loans;


 


(iv)      to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate Administrator
as contemplated by Section 5.08(c) or Section 8.02 to the extent payable out of the Trust Fund, (D) the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f) or Section
10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment
to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and
interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)       to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)      to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier REMIC
or the Upper-Tier REMIC;


 






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(vii)     to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


 


(viii)    to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)       The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)       The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)        to
make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of the
Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


 


(ii)       to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)       [RESERVED].


 


(f)        Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the amounts due to the Certificate Administrator listed in Section
3.05(b)(ii) and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing
Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under
Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution
Account are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be
paid based on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse
the full amount of Advances and interest thereon listed in Sections 3.05(a)(ii), (a)(iii), (a)(iv), (a)(v),
and (a)(vi) then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata,
second to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 


(g)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced
REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (provided that (1)
with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence
of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the
Master Servicer and the Special Servicer with five (5) Business Days’ prior notice of such final Distribution Date), transfer
such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for
deposit into the Collection Account for the following purposes:


 






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(i)        to
reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together
with any interest on such Advances);


 


(ii)       to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)      to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as
calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any
related successor REO Loan;


 


(iv)       following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any
other Mortgage Loan or Serviced REO Loan; and


 


(v)       On
the final Distribution Date after all distributions have been made as set forth in clauses (i)-(iv) above, to each Mortgage
Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Mortgage
Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable to
such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable Advances incurred
with respect to the Mortgage Loan related to such contribution.


 


(h)       Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (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 related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)        The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant
to Section 4.01(k).


 


Section 3.06 Investment
of Funds in the Collection Account and the REO Account. (a) The Master Servicer may direct any depository institution maintaining
the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of this Section 3.06,
an “Investment Account”), the Special Servicer may direct any depository institution maintaining the REO Account or
Loss of Value Reserve Fund (also for


 






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purposes
of this Section 3.06, an “Investment Account”) to invest or if it is such depository institution, may itself
invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on which funds are
required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution maintaining
such account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from such account
pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the
name of the Master Servicer or the Special Servicer, as the case may be, on behalf of the Trustee (in its capacity as such) for
the benefit of the Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
the Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall
maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account, the Companion Distribution
Account, the Servicing Accounts, the Loss of Value Reserve Fund or the REO Account, as applicable, that is either (i) a “certificated
security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the
UCC) or (ii) other property in which a secured party may perfect its security interest by physical possession under the UCC or
any other applicable law. In the case of any Permitted Investment held in the form of a “security entitlement” (within
the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as the case may be, shall take or
cause to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security
entitlement. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable
on demand, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account
maintained by or for the Master Servicer) or the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund
or any Servicing Account maintained by or for the Special Servicer) shall:


 


(i)        consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required
to be withdrawn on such date; and


 


(ii)       demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.


 


(b)       Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to


 






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be paid
to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance with Section
3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on funds deposited in the REO
Account, the Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to the extent of the
Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to and
including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer
and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred
in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as the case may be, would have been
entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special Servicer, as the
case may be, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss
of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
the Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later
than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the
federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment
was made (and, with respect to the Master Servicer, such federal or state chartered depository institution or trust company is
not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to more than 50% of the Voting Rights allocated to any Class shall, take such action
as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section 3.07 Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) The Master Servicer (with respect to the Mortgage Loans
(other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent with the Servicing
Standard to cause each Mortgagor to maintain, and the Special Servicer (with respect to REO Properties other than any Non-Serviced
Mortgaged Properties) shall maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance
coverage as is required under the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor
to do so is an Acceptable Insurance Default (and except as provided in the next sentence with respect to the Master Servicer or
the Special Servicer, as the case may be). If the Mortgagor does not so maintain such insurance coverage,


 






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subject
to its recoverability determination with respect to any required Servicing Advance, the Master Servicer (with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect
to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under the
related Mortgage, but only in the event the Trustee has an insurable interest therein and such insurance is available to the Master
Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates. Any determination
that such insurance coverage is not available or not available at commercially reasonable rates shall be made (i) prior to the
occurrence and continuance of any Control Termination Event and other than with respect to an Excluded Loan as to such party,
with the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, if the Directing Certificateholder’s
consent is required and prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of
the Serviced AB Whole Loan Controlling Holder), (ii) after the occurrence and during continuance of a Control Termination Event,
but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to an Excluded Loan
as to such party, after consultation with the Directing Certificateholder and (iii) after consultation by the Special Servicer
with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in the case of the Directing Certificateholder
and Risk Retention Consultation Party, other than with respect to any Excluded Loan as to such party). Such determination shall
be made by the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except
to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Master
Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan);
provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage
to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property, the Special Servicer, as applicable,
shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard taking into
account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately preceding
proviso, the Master Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to
maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default (as determined by the Master Servicer (with respect to a Non-Specially Serviced Loan)
or the Special Servicer (with respect to a Specially Serviced Loan) and (i) unless a Control Termination Event has occurred and
is continuing, with the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the
occurrence and continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling
Holder), (ii) after the occurrence and during continuance of a Control Termination Event, but prior to the occurrence and continuance
of a Consultation Termination Event, after consultation with the Directing Certificateholder and (iii) after consultation by the
Special Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in the case of the Directing Certificateholder
and Risk Retention Consultation Party, other than with respect to any Excluded Loan as to such party)) and only in the event the
Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer, as the
case may be,


 






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and, if available, can be obtained at commercially reasonable rates. The Master Servicer and the Special Servicer
shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance
is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed
or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer shall maintain
for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required
of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines ((i) unless a Control Termination
Event has occurred and is continuing, with the consent of the Directing Certificateholder (or, with respect to any Serviced AB
Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the Serviced
AB Whole Loan Controlling Holder), (ii) after the occurrence and during continuance of a Control Termination Event, but prior
to the occurrence and continuance of a Consultation Termination Event, after consultation with the Directing Certificateholder
and (iii) after consultation by the Special Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a)
(in the case of the Directing Certificateholder and Risk Retention Consultation Party, other than with respect to any Excluded
Loan as to such party) that such insurance is not available at commercially reasonable rates or that the Trustee does not have
an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard”
mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect
of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties)
or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be
in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount
not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property,
as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion
Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions,
(iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted
under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured
party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days’ prior notice)
and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer
authorized under applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or the Special
Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged
Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard
and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect
of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage
Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance
(so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such


 






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cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for
purposes of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage
Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so
permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall
be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit
therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be
a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the
Collection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were
a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer shall not be required
to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property
unless such insurance was required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan), the Trustee has an insurable interest and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism)
or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as
the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order
to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the
Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided
that the Master Servicer shall be entitled to conclusively rely upon certificates of insurance in determining whether such policies
contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) if the related Mortgage Loan
is a Specially Serviced Loan, notify the Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions
or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses
(A) and (B) above) that any Mortgagor under a Specially Serviced Loan fails to purchase the insurance requested to be
purchased by the Master Servicer pursuant to clause (B) above. In addition, upon the written request of the Risk Retention
Consultation Party with respect to any individual triggering event, the Special Servicer shall consult on a non-binding basis pursuant
to Section 6.08(a) with the Risk Retention Consultation Party (only with respect to a Specially Serviced Loan and other
than with respect to any Mortgage Loan that is an Excluded Loan as to such party) within the same time period as it would obtain
consent of, or consult with, the Directing Certificateholder in connection with any such determination, by the Special Servicer,
of an Acceptable Insurance Default. If the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer
(with respect to a Specially Serviced Loan) determines in accordance with the Servicing Standard that such failure is not an Acceptable
Insurance Default, the Special Servicer (with regard to such determination made by the Special Servicer) shall notify the Master
Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to cause such


 






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insurance
to be maintained. The Master Servicer (at the expense of the Master Servicer) and the Special Servicer (at the expense of the
Trust) shall be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled
to rely on insurance consultants (at the expense of the Master Servicer) in determining whether Additional Exclusions exist. Furthermore,
the Master Servicer or the Special Servicer, as applicable, shall promptly deliver such conclusions in writing to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10)
highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than
5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the Master
Servicer or the Special Servicer is evaluating the availability of such insurance or waiting for a response from the Directing
Certificateholder or the holder of any Companion Loan, or (solely with respect to Specially Serviced Loans) upon the request of
the Risk Retention Consultation Party, consulting (on a non-binding basis) with the Risk Retention Consultation Party pursuant
to Section 6.08(a), neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure
to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not be in default of its obligations
as a result of such failure and the Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)       (i)
If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any Non-Serviced
Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may be, required to
be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy
may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements
of Section 3.07(a), and there shall have been one or more losses which would have been covered by such Insurance Policy,
promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would have been covered
under the individual policy but are not covered under the blanket Insurance Policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including any related Serviced
Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent with the Servicing
Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion
Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under
any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer, to the
extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect to
a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall
be a Servicing Advance.


 






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(ii)       If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to
cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other
than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into the
Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 


(c)       The
Master Servicer and the Special Servicer shall each obtain and maintain at its own expense and keep in full force and effect throughout
the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer covering
losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors or omissions.
Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master
Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer
and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
The Special Servicer and the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur
in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as the case may be,
and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


 


(d)       At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially
reasonable rates (as determined by the Master


 






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Servicer
in accordance with the Servicing Standard and to the extent the Trustee, as mortgagee, has an insurable interest therein), flood
insurance in respect thereof, but only to the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related
Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance of such coverage is consistent with
the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of
the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the maximum amount of insurance which
is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect
to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the cost of any insurance described
above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance for such costs.


 


(e)       During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) is located in a federally designated
special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available at commercially reasonable
rates (as determined by the Special Servicer (with the consent of the Directing Certificateholder (prior to the occurrence and
continuance of a Control Termination Event) and in consultation with the Risk Retention Consultation Party pursuant to Section
6.08(a) (in either such case, other than with respect to (i) any Mortgage Loan that is an Excluded Loan as to such party and
(ii) any Serviced AB Whole Loan prior to the occurrence and during the continuance of an AB Control Appraisal Period)) in accordance
with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage not less than the maximum amount of insurance which is available under the National
Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if
any, in an amount consistent with the Servicing Standard. The cost of any such flood insurance with respect to an REO Property
shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on
deposit therein is insufficient therefor, paid by the Master Servicer as a Servicing Advance.


 


(f)       Notwithstanding
the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the Master Servicer
(or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least
“A3” by Moody’s (if rated by Moody’s) or “A-” by Fitch (if rated by Fitch), the Master Servicer
(or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance
with respect to any of its obligations under this Section 3.07.


 


(g)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08 Enforcement
of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which by its
terms:


 






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(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)       provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, subject to the last paragraph of
Section 3.08(b), the Master Servicer (with respect to any Non-Specially Serviced Loan as to which such matter is a Master
Servicer Decision pursuant to clause (xiii) of the definition thereof) or the Special Servicer (with respect to any Specially
Serviced Loan or any Non-Specially Serviced Loan as to which such matter is a Major Decision or Special Servicer Decision), on
behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or
related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent
with the Servicing Standard or (b) waive any right to exercise such rights, provided that (i) other than with respect to
a Master Servicer Decision pursuant to clause (xiii) of the definition thereof, (A) if such Mortgage Loan is not an Excluded
Loan with respect to the Directing Certificateholder, no Control Termination Event shall have occurred and be continuing and the
matter involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder shall have been obtained by
the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a), (B) if such
Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder, a Control Termination Event shall have occurred
and be continuing and no Consultation Termination Event shall have occurred and be continuing and the matter involves a Major Decision,
the Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section
6.08(a), (C) if such Mortgage Loan is not an Excluded Loan with respect to the Risk Retention Consultation Party and (x) such
Mortgage Loan is a Specially Serviced Loan or (y) a Consultation Termination Event shall have occurred and be continuing, the Special
Servicer shall have consulted with the Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08(a)
(provided that in the case of clause (A), clause (B) and clause (C) such consent shall be deemed given
or such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent or consultation,
as the case may be, is not provided within ten (10) Business Days after receipt of the Special Servicer’s written recommendation
and analysis and all information reasonably requested by the Directing Certificateholder or the Risk Retention Consultation Party,
as applicable, and reasonably available to such Special Servicer in order to grant or withhold such consent or conduct such consultation)
and (D) the Special Servicer, after the occurrence and during the continuance of an Operating Advisor Consultation Event, shall
consult with the Operating Advisor pursuant to Section 6.08, and (ii) with respect to any Mortgage Loan (x) with a Stated
Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the
aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which
it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate
thereof), that is one of the ten (10) largest Mortgage Loans outstanding (by Stated Principal Balance), the


 






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Master
Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), provided, however, that
with respect to sub-clauses (y) and (z) of this sub-clause (ii), such Mortgage Loan shall also have a Stated
Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein
to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the Special
Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


With respect to any “due-on-sale”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk
Retention Consultation Party or the holder of the majority of the VRR Interest, upon request of the Risk Retention Consultation
Party, the Special Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i)
prior to the occurrence and continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence
and during the continuance of a Consultation Termination Event, all Mortgage Loans, within the same time period as it would obtain
the consent of, or consult with, the Directing Certificateholder with respect to the above described “due-on-sale”
matters.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer that is processing
the related action, as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement)
deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related
17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained in
the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions
are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,
the Master Servicer (with respect to all Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially
Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard
whether such conditions have been satisfied.


 






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(b)       As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)       requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, subject to the last paragraph of
this Section 3.08(b), the Master Servicer (with respect to any Non-Specially Serviced Loan and as to which such matter is
a Master Servicer Decision pursuant to clause (xiii) or clause (xv) of the definition thereof) or the Special Servicer
(with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is a Major Decision or
Special Servicer Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with
respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to
the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise
such rights, provided that (i) other than with respect to a Master Servicer Decision pursuant to clause (xiii) or
clause (xv) of the definition thereof, (A) if such Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder,
no Control Termination Event shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed
consent) of the Directing Certificateholder shall have been obtained by the Special Servicer to the extent required by, and pursuant
to the process described under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan with respect to the Directing
Certificateholder, a Control Termination Event shall have occurred and be continuing, and no Consultation Termination Event shall
have occurred and be continuing and the matter involves a Major Decision, the Special Servicer shall have consulted with the Directing
Certificateholder if and to the extent required pursuant to Section 6.08(a), (C) if such Mortgage Loan is not an Excluded
Loan with respect to the Risk Retention Consultation Party and (x) such Mortgage Loan is a Specially Serviced Loan or (y) a Consultation
Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Risk Retention Consultation
Party if and to the extent required pursuant to Section 6.08(a) (provided that in the case of clause (A),
clause (B) and clause (C) such consent shall be deemed given or such consultation shall be deemed to have occurred,
as applicable, if a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business
Days after receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested
by the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, and reasonably available to such Special
Servicer in order to grant or withhold such consent or conduct such consultation) and (D) the Special Servicer, after the occurrence
and during the continuance of an Operating Advisor Consultation Event, shall consult with the Operating Advisor pursuant to Section
6.08, and (ii) such Master Servicer or such Special Servicer, as the case may be, has obtained Rating Agency Confirmation from
each


 






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Rating
Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that
is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater
than 85% (including any existing and proposed debt) or (C) has a debt service coverage ratio less than 1.20x (in each case, determined
based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal
amount of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has
a Stated Principal Balance greater than $20,000,000; provided, however, that with respect to sub-clauses (A),
(B), (C) and (D) of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance
of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary,
with respect to any Excluded Loan with respect to the Directing Certificateholder (regardless of whether an Operating Advisor
Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


With respect to any “due-on-encumbrance”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk
Retention Consultation Party or the holder of the VRR Interest, upon request of the Risk Retention Consultation Party, the Special
Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i) prior to the occurrence
and continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence and during the
continuance of a Consultation Termination Event, all Mortgage Loans, within the same time period as it would obtain the consent
of, or consult with, the Directing Certificateholder with respect to the above described “due-on-encumbrance” matters.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already provided in accordance
with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any
Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section
3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to
who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts to make
the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from
the related Mortgagor shall be advanced as a Servicing Advance.


 






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If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied where
no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage
Loan or related Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced
Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record,
shall determine whether such conditions have been satisfied.


 


Upon receiving a request
for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver with respect
to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is a Non-Specially
Serviced Loan and other than any transfers provided for in clause (xiii) of the definition of Master Servicer Decision and
other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision pursuant
to clause (xiii) or clause (xv) of the definition thereof, the Master Servicer shall promptly forward such request
to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall
process such request with respect to a Non-Specially Serviced Loan, the Special Servicer shall process such request (including,
without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer will have
no further obligation with respect to such request or such waiver of “due-on-sale” or “due-on-encumbrance”
clause. The Master Servicer shall continue to cooperate with the Special Servicer by delivering to the Special Servicer any additional
information in the Master Servicer’s possession requested by the Special Servicer relating to such consent or waiver with
respect to a “due-on-sale” or “due-on-encumbrance” clause. Unless the Master Servicer and the Special Servicer
mutually agree that the Master Servicer shall process such request with respect to a Non-Specially Serviced Loan, the Master Servicer
shall not be permitted to process any request relating to such consent or waiver with respect to a “due-on-sale” or
“due-on-encumbrance” clause (other than any transfers or assumptions provided for in clause (xiii) of the definition
of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master
Servicer Decision pursuant to clause (xiii) or clause (xv) of the definition thereof) and shall not be required to
interface with the Mortgagor or provide a written recommendation and analysis with respect to any such request. If the Master Servicer
and the Special Servicer mutually agree that the Master Servicer shall process such consent or waiver relating to a “due-on-sale”
or “due-on-encumbrance” clause with respect to a Non-Specially Serviced Loan (other than any transfers or assumptions
provided for in clause (xiii) of the definition of Master Servicer Decision and other than any waiver of a “due-on-encumbrance”
clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiii) or clause (xv) of the definition
thereof, the Master Servicer shall be required to obtain the Special Servicer’s prior consent (or deemed consent as set forth
in Section 6.08) to process such consent or waiver.


 


(c)       Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 






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(d)       Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect to provision of any
such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,
the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting
to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to a Whole Loan,
the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a)
or (b) and shall forward thereto a copy of such agreement.


 


(e)       [RESERVED].


 


(f)       For
the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any
“due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions of Section
3.08(a) through (d) hereof. In the case of the Special Servicer, no such waiver or consent shall be made without (w)
(i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan
with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been
obtained if and to the extent required by, and pursuant to the process described under Section 6.08(a), (x) (i) after the
occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with
respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, after
having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a), (y) with
respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the consent
of the AB Whole Loan Controlling Holder or (z) other than with respect to any Excluded Loan with respect to the Risk Retention
Consultation Party, after having consulted with the Risk Retention Consultation Party if and to the extent required pursuant to
Section 6.08(a).


 


(g)       Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Sections 3.08(a) or 3.08(b) that the applicable conditions in the related Mortgage Loan or Companion Loan documents,
as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied,
the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited
pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does
not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09 Realization
Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents related to a Serviced
Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide


 






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written
notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer.
The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09 and Section 3.24,
subject to the Directing Certificateholder’s and the Risk Retention Consultation Party’s respective rights pursuant
to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement
(in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this
Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements
(including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from
the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a
Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or the Special Servicer shall not be
required to make a Servicing Advance and expend funds toward the restoration of such property unless the Special Servicer has
determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged
Property to Certificateholders after reimbursement to the Master Servicer or the Special Servicer, as applicable, for such Servicing
Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing Advance together with accrued
and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer
in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would
not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed
so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property
at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the
Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b)
and the results of any Appraisal obtained pursuant to the following sentence, all such offers to be made in a manner consistent
with the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes
of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan,
whether for purposes of making an offer at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case
may be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser
the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


(b)       The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)        such
personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)       the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event.


 






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(c)       Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, have a receiver of rents
appointed with respect to any Mortgaged Property or take any other action with respect to any Mortgaged Property, if, as a result
of any such action, the Trustee, on behalf of the Certificateholders and/or any related Companion Holder, would be considered to
hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such
Mortgaged Property within the meaning of CERCLA or any comparable law, unless (as evidenced by an Officer’s Certificate to
such effect delivered to the Trustee) the Special Servicer has previously determined in accordance with the Servicing Standard,
based on an Environmental Assessment of such Mortgaged Property performed by an Independent Person who regularly conducts Environmental
Assessments and performed within six (6) months prior to any such acquisition of title or other action, that:


 


(i)        such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)       there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the
Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of
the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding
sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to Specially
Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review


 






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and be
familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must
be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such
policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds
available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)       If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in
clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect
to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and
(ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section
4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase
(or, in the case of Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings
LLLP and Series TRS of Ladder Capital Finance Holdings LLLP could be required to make payments under their respective payment guaranties
in connection with a repurchase) such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement,
then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding
to acquire title to the Mortgaged Property) and is hereby authorized, with the consent of the Directing Certificateholder and after
consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, (A) prior to the occurrence
and continuance of a Control Termination Event (or with respect to any AB Mortgage Loan, after the occurrence and during the continuation
of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other than
with respect to any Excluded Loan as to such party) at such time as it deems appropriate to release such Mortgaged Property from
the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater
than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special
Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer, the Directing
Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder, prior to the occurrence
and continuance of a Consultation Termination Event, and in the case of the Directing Certificateholder or the Risk Retention Consultation
Party other than with respect to any Excluded Loan as to such party), in writing of its intention to so release such Mortgaged
Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s
intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b)
and (iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates
entitled to more than 50% of the Voting Rights shall have consented or have been deemed to have consented to such release within
thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website
(failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any
fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such
fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect
such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 






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(e)       The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan as to such
party), the Master Servicer and the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer with
respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing
contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both such conditions,
repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on
such Mortgaged Property.


 


(f)       The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer
shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information
and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and
abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon
request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)       The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)       The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
and the Risk Retention Consultation Party (but in the case of the Directing Certificateholder and the Risk Retention Consultation
Party, other than with respect to any Excluded Loan as to such party) and the Master Servicer and in no event later than the next
succeeding P&I Advance Determination Date.


 


Section 3.10 Trustee
and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan (other
than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification
that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer, as
the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such
notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to
the effect that all amounts received or to be received in


 






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connection
with such payment which are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted
to the Master Servicer to enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such
shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian
of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer
or the Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan
or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole
Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account.


 


(b)       From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed
by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to
the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document
to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer
or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related
Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation which are required
to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to
Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the
Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case
may be, with the original being released upon termination of the Trust.


 


(c)       Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by
the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation
of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied
by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as
to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate
or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s
sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


(d)       If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer


 






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requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11 Servicing
Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing
Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to
any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially
serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing
Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance
of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such
Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for
the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due
on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue
if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced
Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation
Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The
Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan
and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer
shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion
of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable
as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except as set forth in
the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and
Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with
the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer
from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor:


 


(i) 100% of Excess Modification
Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related
Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions;
and for any matter for a Mortgage Loan (including any related Serviced Companion Loan) that is not a Specially Serviced Loan which
matter involves a Major


 






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Decision
or a Special Servicer Decision, then the Master Servicer shall be entitled to 50% of such Excess Modification Fees (whether or
not processed by the Special Servicer);


 


(ii) 100% of all assumption
application fees and other similar items received on any Non-Specially Serviced Loans (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not consent of the Special Servicer is required)
to the extent the Master Servicer is processing the underlying transaction and 100% of all defeasance fees (provided that
for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that
the Special Servicer is entitled to under this Agreement); and


 


(iii) 100% of assumption,
waiver, consent and earnout fees, and other similar fees (other than assumption application fees and defeasance fees) pursuant
to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
relating to Master Servicer Decisions; and for any matter for a Mortgage Loan (including any related Serviced Companion Loan) that
is not a Specially Serviced Loan which matter involves a Major Decision or a Special Servicer Decision, then the Master Servicer
shall be entitled to 50% of such assumption, waiver, consent and earnout fees and other similar fees (whether or not processed
by the Special Servicer).


 


In addition, the Master
Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced
Mortgage Loan) any charges for beneficiary statements or demands actually paid by the related Mortgagors under such Mortgage Loans
(and any related Serviced Companion Loan) to the extent such beneficiary statements or demands were prepared by the Master Servicer
and other customary charges and amounts collected for checks returned for insufficient funds with respect to the accounts held
by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not
prohibited under the related Mortgage Loan documents, in each case only to the extent actually paid by or on behalf of the related
Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant
to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall
also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section
3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion
Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any,
with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance
Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Servicing Accounts which
are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive,
between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu
Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The
Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for
any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the


 






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extent
such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof (other
than a split fee with respect to Penalty Charges), the Master Servicer and the Special Servicer shall each have the right in their
sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that
(A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any
such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce
or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion
of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer
decides not to charge any fee (other than with respect to Penalty Charges), the Special Servicer shall nevertheless be entitled
to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged
a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. Similarly, if the Special
Servicer decides not to charge any fee (other than with respect to Penalty Charges), the Master Servicer shall nevertheless be
entitled to charge its portion of the related fee to which the Master Servicer would have been entitled if the Special Servicer
had charged a fee and the Special Servicer shall not be entitled to any portion of such fee charged by the Master Servicer.


 


Notwithstanding anything
herein to the contrary, Wells Fargo Bank, National Association may, at its option, assign or pledge to any third party or retain
for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu Companion Loan (and
any successor REO Loan); provided, however, that in the event of any resignation or termination of the Master Servicer,
all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of
the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject
to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder
of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its
Servicing Fees hereunder, notwithstanding any resignation or termination of Wells Fargo Bank, National Association, as Master Servicer,
hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)       As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans,
as the case may be, and, in connection with any partial month


 






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interest
payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be
due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease
to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable
monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special
Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s
responsibilities and obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees
with respect to a Non-Serviced Mortgage Loan.


 


(c)       The
Special Servicer shall be entitled to additional servicing compensation in the form of:


 


(i)        100%
of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans;


 


(ii)       100%
of all assumption application fees and other similar items received with respect to Specially Serviced Loans and 100% of all assumption
application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced
Companion Loans that are Non-Specially Serviced Loans to the extent the Special Servicer processes the underlying transaction;


 


(iii)       100%
of waiver, consent and earnout fees, or other actions performed in connection with this Agreement on any Specially Serviced Loan
or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans,


 


(iv)      100%
of assumption fees and other similar fees received with respect to Specially Serviced Loans; and


 


(v)       50%
of all Excess Modification Fees and assumption, waiver, consent and earnout and other similar fees (other than assumption application
fees and defeasance fees) pursuant to Section 3.08 or Section 3.18 received with respect to any Mortgage Loans (other
than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s)) that are Non-Specially Serviced
Loans to the extent that the matter involves a Major Decision or a Special Servicer Decision (whether or not processed by the Special
Servicer);


 


and shall be promptly
paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by
the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a). Subject to
Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty
Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust
Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the
Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to
and including the P&I Advance Date related to such Distribution Date). The Special Servicer shall also be entitled to charge
and retain as additional servicing compensation (other than with


 






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respect
to any Non-Serviced Mortgage Loan) any charges for beneficiary statements to the extent such beneficiary statements were prepared
by the Special Servicer and other customary charges and amounts collected for checks returned for insufficient funds with respect
to the accounts held by the Special Servicer. In addition, the Special Servicer shall be entitled to retain as additional servicing
compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor
request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually
paid by or on behalf of the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation
in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as
it remains a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with
respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the
Excess Modification Fee Amount received by the Special Servicer; provided, further, however, that in the
event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then
the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related
Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected
Loan (including any related Serviced Companion Loan) being equal to $25,000. The Workout Fee shall be reduced (but not below zero)
with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to the
Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be
payable if such Corrected Loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable
if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout
Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it
shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan
that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable
if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other
than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special
Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout
negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned
or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three (3) consecutive
timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three (3) consecutive
timely Periodic Payments except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially
Serviced Loan. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer shall
not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to (a)
each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property)
as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds and (b) each Mortgage
Loan repurchased by a Mortgage Loan Seller or for which a Loss of Value Payment was paid, in each case, subject to the exceptions
set forth in the definition of


 






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Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and
Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to
any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and
out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest
on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive
a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing,
with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided
in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or
indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage
Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty
Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of
REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring
against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly
out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof (other
than a split fee with respect to Penalty Charges), the Master Servicer and the Special Servicer shall each have the right in their
sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that
(A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any
such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce
or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion
of such fee will not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer
decides not to charge any fee (other than with respect to Penalty Charges), the Special Servicer shall nevertheless be entitled
to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged
a fee and the Master Servicer will not be entitled to any of such fee charged by the Special Servicer. Similarly, if the Special
Servicer decides not to charge any fee (other than with respect to Penalty Charges), the Master Servicer shall nevertheless be
entitled to charge its portion of the related fee to which the Master Servicer would have been entitled if the Special Servicer
had charged a fee and the Special Servicer shall not be entitled to any portion of such fee charged by the Master Servicer.


 


(d)       In
determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer,
the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and,
in connection


 






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with
a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the
applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with respect to a Non-Serviced Whole
Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement)
due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the Trustee
pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced Mortgage Loan, the related trust for all interest
on servicing advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which resulted in an additional
expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with respect to such
Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other than
Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer
and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect
to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced PSA)
remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any
related Serviced Companion Loan (to the extent not prohibited by the related Intercreditor Agreement) was a Non-Specially Serviced
Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was
a Specially Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master
Servicer and the Special Servicer shall be distributed between the Master Servicer and the Special Servicer, on a pro rata
basis, based on the Master Servicer’s and the Special Servicer’s respective entitlements to such compensation
described in the previous sentence. Notwithstanding the foregoing or anything else herein to the contrary, Penalty Charges with
respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related
Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


If a Servicing Shift
Whole Loan becomes a Specially Serviced Loan prior to the related Servicing Shift Securitization Date, the Special Servicer shall
service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced
Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan
as the Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the related Servicing
Shift Securitization Date, no other special servicer will be entitled to any such compensation or have such rights and obligations.
If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the related Servicing Shift Securitization Date, the Non-Serviced
Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as
if the Special Servicer were being terminated as the Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced
Special Servicer were replacing the Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole
Loan.


 


(e)       With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the


 






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Certificate
Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word or Excel
compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator
and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by
the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report
shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)       The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan or Serviced Companion 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 3.11; provided
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)       Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit II hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two (2) Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty
License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds
are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12 Inspections;
Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed
(at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve
(12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar
year 2020 (and each Mortgaged Property shall be inspected on or prior to December 31, 2021); provided, however,
that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer
will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if
any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect
or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced
Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection
by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust,
and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the
related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect
to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with


 






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respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced
AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior
to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause
to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to
the extent evident from the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property that the preparer
of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any
sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident
from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report
has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be,
deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge
or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the
Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report
prepared by the Special Servicer and the Master Servicer, respectively, to the other party and to the Directing Certificateholder
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan
(as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports
by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in
electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that
are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder
and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further
notice) (except, after the occurrence and continuance of a Consultation Termination Event or with respect to any Specially Serviced
Loan that is an Excluded Loan).


 


(b)       The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements,
financial statements, budgets and rent rolls of the related Mortgaged Property commencing with the calendar quarter ending on March
31, 2020 and the calendar year ending on December 31, 2020, and the quarterly and annual financial statements of such Mortgagor,
whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports
or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of
such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan)


 






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documents.
The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than
once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents.
In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly
prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer
shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the
Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee,
the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty
(60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing
in 2020. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans)
shall deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer
(with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so
collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


Furthermore, with respect
to any Mortgage Loan (or Serviced Whole Loan), if the related Mortgage Loan documents provide for the annual or quarterly testing
of financial conditions of the related Mortgagor and/or Mortgaged Properties (e.g., debt yield tests, debt service coverage
ratio tests and/or loan-to-value ratio tests) in connection with cash-management triggers or the commencement of additional required
Escrow Payments, the Master Servicer, in the case of any Non-Specially Serviced Loan, or the Special Servicer, in the case of any
Specially Serviced Loan (only to the extent the related information required for such testing is to be delivered to the Master
Servicer or the Special Servicer, as applicable, pursuant to the related Mortgage Loan documents and is actually delivered to the
Master Servicer or the Special Servicer, as applicable), shall use reasonable efforts to conduct such financial testing within
the timeframes contemplated by such Mortgage Loan documents. Furthermore, in accordance with this Section 3.12(b), with
respect to any Mortgage Loan (or Serviced Whole Loan), the Master Servicer, in the case of any Non-Specially Serviced Loan, or
the Special Servicer, in the case of any Specially Serviced Loan, shall use reasonable efforts to collect financial statements
from the related Mortgagor for the periods set forth in the related Mortgage Loan documents (e.g., and as applicable, for
the entire fiscal year where annual reporting is required).


 


In addition, the Master
Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that
are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each
Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:


 


(i)        Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt
of such quarterly operating statement for the quarter ending March 31, 2020, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related


 






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Mortgage
Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged
Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report
with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable
CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines
provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged
Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or
if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver
or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request,
the related operating statements (in each case, promptly following the initial preparation and each material revision thereof)
to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced
Companion Loan).


 


(ii)       Within
forty-five (45) days after receipt of an annual operating statement (if and to the extent any such information is in the form of
normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended
by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within
forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2020, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”
the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer
(with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of
each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each
case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing
Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).


 


(c)       At
or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Templates, CREFC® Loan Modification Templates and CREFC® REO Liquidation Templates with respect to
the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans as to such party) and any REO
Properties (other than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic
format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC®
Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®


 






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reports:
(i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative
Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement
Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted
by the Mortgagor.


 


(d)       Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning November 2019, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and
CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F)
CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent
received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance
Date beginning November 2019, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate
Administrator any applicable CREFC® Loan Liquidation Templates, CREFC® Loan Modification Templates
and CREFC® REO Liquidation Templates received from the Special Servicer. Not later than 2:00 p.m. (New York City
time) two (2) Business Days prior to the Distribution Date beginning November 2019, the Master Servicer shall deliver or cause
to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File and,
to the extent received by the Master Servicer, the CREFC® Appraisal Reduction Template. In no event shall any report
described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer,
or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the
Business Day on which the report is due.


 


Not later than 5:00 p.m.
(New York City time) on the P&I Advance Date beginning November 2019, the Master Servicer shall deliver to the Certificate
Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format and Excel format; provided that the
Master Servicer shall have no obligation to prepare or deliver any such CREFC® Schedule AL File unless the Depositor
has delivered the items required by Section 2.01(j). If the CREFC® Schedule AL File is not provided by the
date specified in the immediately preceding sentence, the Certificate Administrator shall request such CREFC® Schedule
AL File from the Master Servicer via e-mail at ssreports@wellsfargo.com with a copy to the Depositor at nicholas.galeone@ubs.com.
In preparing the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and
without any due diligence, investigation or verification, the Master Servicer shall be entitled to conclusively rely, absent manifest
error, on the content, completeness, accuracy and compliance with any applicable requirements of Items


 






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1111(h)
and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial
Schedule AL File, Initial Schedule AL Additional File and the Annex A-1 to the Prospectus. The Master Servicer may concurrently
with the delivery of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in EDGAR-Compatible
Format to the Certificate Administrator. The CREFC® Schedule AL File and the Schedule AL Additional File shall
each be a single file. Neither the Certificate Administrator nor the Master Servicer shall be required to combine multiple CREFC®
Schedule AL Files or Schedule AL Additional Files, unless, solely with respect to the Master Servicer, multiple Sub-Servicers
prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate
Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the
information contained in any CREFC® Schedule AL File or Schedule AL Additional File. The Certificate Administrator
shall not be deemed to have actual knowledge of the contents of any CREFC® Schedule AL File or Schedule AL Additional
File solely by its receipt thereof.


 


In the absence of manifest
error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports
delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s
reports and the Special Servicer’s reports and any information provided by the Trustee, without any duty or obligation to
recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)       The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate Administrator
the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively rely
on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master
Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the
Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based
on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and
to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or
Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Certificate
Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall
not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s
failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)       Notwithstanding
the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may


 






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disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law
and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)       Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver or make available any
statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case
may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) making such statement, report or information
available on the Master Servicer’s website (with respect to items delivered by the Master Servicer (except with respect to
items delivered by the Master Servicer to the Certificate Administrator)) or the Certificate Administrator’s Website, unless
this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13 Access
to Certain Information. (a) The Master Servicer and the Special Servicer shall provide or cause to be provided to the Certificate
Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder
that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of
the United States of America and the supervisory agents and examiners of such boards and such corporations, and any other federal
or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder
of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and
the Trust within its control which may be required by applicable law. At the election of the Master Servicer, the Special Servicer
or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information
as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted
to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own
behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs
incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge
but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator
or the Custodian.


 






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The failure of the Master
Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section
3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it
for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any
information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access
to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution
of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or
(iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items
is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client
privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer
to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of
this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable
good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any
provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans
or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or
otherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer or the Special Servicer
may refrain from disclosing information that it reasonably determines would prejudice the interest of the Certificateholders with
respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate
Companion Loan related to a Serviced AB Whole Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor
Certification to the Master Servicer or the Special Servicer, as the case may be, the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or make available
electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as
applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating
to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as
the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection
with such request, the Master Servicer or the Special Servicer, as applicable, 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, as
applicable, generally to the effect that such Person will keep such information confidential and shall use such information only
for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB
Subordinate Companion Loan, as applicable, may have under this Agreement.


 






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Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
(except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the
related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such
capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)       The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the general
public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared
by or delivered to the Certificate Administrator in electronic format:


 


(i)        The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)       the
Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)       this
Agreement and any amendments and exhibits hereto;


 


(C)       any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)       the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)       the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)       the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)       any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system; and


 


(B)       any
notice delivered to the Certificate Administrator by the Depositor pursuant to Section 11.07 relating to the filing of a
Form 8-K/A;


 


(iii)      The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 






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(A)       all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; and


 


(B)       the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time;


 


(iv)      The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)       summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)       all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)       any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)       a
detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal
Reduction Amount on a current and cumulative basis (provided that is it received by the Certificate Administrator);


 


(E)       the
CREFC® Appraisal Reduction Template; and


 


(F)       all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(v)       The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)       any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)       any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)       any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 






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(D)       any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(E)       any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)       any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)       any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)       any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)        any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)        any
notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


 


(K)      any
notice of termination pursuant to Section 9.01;


 


(L)       any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)      any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)       any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)       any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated;


 


(P)       any
notice of the occurrence of an Operating Advisor Termination Event;


 






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(Q)       any
notice that an Operating Advisor Consultation Event has occurred or is terminated;


 


(R)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(S)       any
assessments of compliance delivered to the Certificate Administrator;


 


(T)       any
attestation reports delivered to the Certificate Administrator;


 


(U)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(V)       any
Proposed Course of Action Notice; and


 


(W)     any
notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


(vi)      the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)     solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b); and


 


(viii)    the
“ U.S. Risk Retention Special Notices” tab relating to any notices as to ongoing compliance by the Retaining Parties
with the retention and hedging covenants in any agreement between the Retaining Parties and the Retaining Sponsor in respect of
compliance with credit risk retention regulations and the Certificate Administrator shall, in addition to posting the applicable
notices on the “U.S. Risk Retention Special Notices” tab, provide e-mail notification to any Privileged Person (other
than market data providers) that has registered to receive access to the Certificate Administrator’s Website that a notice
has been posted to the “U.S. Risk Retention Special Notices” tab;


 


provided that
with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance of
such event if it has been notified of or has knowledge of the existence of such Excluded Loan.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in
clause (viii) above, include a fixed statement in the Distribution Date Statement that risk retention notices, if any, can
be found on the “U.S. Risk Retention Special Notices” tab.


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms


 






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acceptable
to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the
Mortgage Loans available through its Internet website.


 


In the event that the
Retaining Sponsor determines that a Subsequent Third Party Purchaser no longer complies with the provisions of the Risk Retention
Rule related to (a) number of third-party purchasers, (b) source of funds, (c) third-party review, (d) affiliation and control
rights or (e) hedging, transfer and pledging, it will be required to send a written notice of such non-compliance to the Certificate
Administrator who will post such notice on its website under the “U.S. 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
(viii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to
the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the Certificate
Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect to the Master Servicer,
in electronic form) of an investor certification substantially in the form of Exhibit P-1D and upon delivery to the Certificate
Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include
each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information (other than the Excluded Information
with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on
the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, the Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor
certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit
P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is
an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing
Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly
notify each of the


 






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Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially
in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded
Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially in
the form of Exhibit P-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 P-1D to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling
Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s Website.
With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master
Servicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information”
prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information (and, if possible at a later time, 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 and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice substantially in the form of
Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded
Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related
Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if
the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, did not
receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related
Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate
Administrator in accordance with Section 3.33.


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate


 






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Administrator’s
Website or otherwise receives access to such Excluded Information, the Directing Certificateholder or Controlling Class Certificateholder
shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related
Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of the Directing Certificateholder
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 a Holder of a VRR Interest 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 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the Trustee, the
Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance, 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 Holder of a VRR Interest 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 Holder of a VRR Interest 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 Excluded Loan) shall be considered information that is aggregated
with information of other Mortgage Loans at a pool level.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website or its filing of such information pursuant to this Agreement, including, but not limited to, filing via
EDGAR, and assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared
by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information distributed
by it or filed by it, as applicable, for which it is not the original source. Notwithstanding anything herein to the contrary,
the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded Controlling Class
Loan to the extent such information was included in any Asset Status Report or Final Asset Status Report inadvertently delivered
to the Certificate Administrator for posting to the Certificate


 






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Administrator’s
Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer, including
an agreement to keep nonpublic information made available on the Certificate Administrator’s website confidential. The Certificate
Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate
Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


 


(c)       The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “UBS 2019-C17” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)        any
notices of waivers under Section 3.08(d);


 


(ii)       any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)       any
notice of final payment on the Certificates;


 


(iv)       any
environmental reports delivered by the Special Servicer under Section 3.09(c);


 


(v)       any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)      any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section
11.10;


 


(vii)     any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)    any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)       copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 






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(x)        any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)       any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)      any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)     any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)    any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)     any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


 


(xvi)    any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)   any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 


(xviii)  any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09 or
Section 11.10; and


 


(xix)     any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City time, on such Business
Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day; provided, however,
that any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section 3.13(d). The
17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being
delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to
be. In the event that any information is delivered or


 






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posted
in error, each of the Certificate Administrator and the 17g-5 Information Provider may remove such information from the 17g-5
Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall
not be deemed to have obtained actual knowledge of any information merely by posting such information to the Certificate Administrator’s
Website or the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator
or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon
receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted electronically
via the 17g-5 Information Provider’s Website). Questions regarding delivery of information to the 17g-5 Information Provider
may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “UBS 2019-C17”
in the subject line).


 


Upon delivery by the
Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall make such information available
only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The 17g-5 Information
Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information Provider under
this Agreement that such information, report, notice or document was received and that it has been posted. The Master Servicer
or Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice or document to the
applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information
Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on the same Business Day, to the 17g-5 Information
Provider. The 17g-5 Information Provider shall notify each Person that has signed-up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information
Provider’s Website and such notice shall specifically identify such document in the subject line or otherwise in the body
of the e-mail notice. The 17g-5 Information Provider shall send such notice to such Person’s e-mail address provided by and
used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general e-mail address
if such general e-mail address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification
in the form of Exhibit P-2 hereto.


 






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Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “UBS 2019-C17” 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.


 


(d)       The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider
and the 17g-5 Information Provider may, but shall not be obligated to post such information in accordance with the timeframe provided
in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able to post such
information in accordance with the timeframe in Section 3.13(c), then it shall post such information within a reasonable
time.


 


(e)       Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corporation, Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com,
Inc., Moody’s Analytics, RealINSIGHT and Thomson Reuters Corporation) with the consent of the Depositor, and providing such
information shall not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available
to such third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted
electronically via the Certificate Administrator’s Website.


 


(f)       The
Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans
(other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver
an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without
limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall be entitled to (i)
indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require
that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification,
(y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through” confidentiality
agreement if such information is being provided through the Master Servicer’s website, and (B) acknowledge that the Master
Servicer or the Special Servicer may contemporaneously provide such information to


 






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any other
Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s website, the
Master Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative
agreement as to the confidential nature of such information. In connection with providing access to or copies of the information
described in this Section 3.13(f) to current or prospective Certificateholders, the form of confidentiality agreement used
by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification
executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential
(except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to
any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such
other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor
related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest
therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder
may provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment
advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered
by both the investment advisor and such current or prospective Certificateholder.


 


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case may be.


 


(g)       The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)       The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor such
reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention Consultation
Party (in each case, other than, prior to the occurrence and continuance of an Operating Advisor Consultation Event, any Asset
Status Reports that are not Final Asset Status


 






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Reports),
or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this
Agreement in electronic format. Further, with respect to any Specially Serviced Loan and for so long as a Control Termination
Event has occurred and is continuing, the Risk Retention Consultation Party shall at all times be entitled to receive (upon request)
any information delivered to or made available to the Operating Advisor (other than with respect to any Excluded Loan as to such
party).


 


(i)       None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master,
special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the
Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as the case may be, 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) Mortgagor, property and other
deal specific identifiers are redacted; (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 or (z) the Rating Agency confirms that it does not intend to
use such information in undertaking credit rating surveillance with respect to the Certificates; provided, however,
that the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly
available (unless the availability results from a breach of this Agreement) or comprised of information collected by the applicable
Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they
have access to) other than pursuant to this Section 3.13(i).


 


(j)       The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14 Title
to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through a single member limited
liability company established for that purpose) and thus becomes REO Property, the deed or certificate of sale shall be issued
in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and
otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the
related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan
is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable, the
related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following the
year in which the Trust


 






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acquires
ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8)
of the Code, unless the Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days prior
to the close of the third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions)
and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell
such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee
and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close of
the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event. If the Special
Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer
shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the
case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii)
of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section
3.05(a).


 


(b)       The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after receipt
of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect
of an REO Property. Funds in the REO Account or the Loss of Value Reserve Fund may be invested in Permitted Investments in accordance
with Section 3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master
Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change
thereof.


 


(c)       The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property.
On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business Days after such amounts are
received and properly identified and determined to be available (or, with respect to a Serviced Companion Loan, on the Business
Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to
the Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the
aggregate of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of (i)
any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit
in the REO Account; provided, however, that the


 






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Special
Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary
to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses
for the related REO Property. In addition, on or prior to the day the Special Servicer remits funds as provided in this Section
3.14, the Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer
for deposit in the Collection Account on such date. The Master Servicer shall apply all such amounts as instructed by the Special
Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date)
for the related Distribution Date.


 


(d)       The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15 Management
of REO Property. (a) If title to any REO Property is acquired, the Special Servicer shall manage, conserve, protect, operate
and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and the
related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder
of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an
Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the
case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests)
all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case
may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding
anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this
Section 3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage
securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning
of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders and, if
applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating
such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited on
a daily basis (and in no event later than two (2) Business Days following receipt of such properly identified funds) in the REO
Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO
Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)        all
insurance premiums due and payable in respect of such REO Property;


 



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(ii)       all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)      any
ground rents in respect of such REO Property, if applicable; and


 


(iv)      all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder (other than with respect to an Excluded
Loan as to such party, and prior to the occurrence and continuance of a Consultation Termination Event)) such advances would, if
made, constitute Nonrecoverable Servicing Advances.


 


(b)       Without
limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)        permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)       permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)      authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)      Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect
that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer may
take such actions as are specified in such Opinion of Counsel.


 


(c)       The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 






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(i)        the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)       the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)      any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection
(a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer
upon receipt;


 


(iv)      none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


 


(v)       the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(d)       When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to
the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in
accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16 Sale
of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially Serviced
Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within thirty (30) days of
receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing Standard; provided,
however, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged
Property, the Special Servicer shall make its fair value determination as soon as reasonably practicable (but in any event within
thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination
based upon changed circumstances, new information and other relevant factors, in each instance in accordance with a review of
such circumstances and new information in accordance with the Servicing Standard including, without limitation, the period and
amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy; provided
that the Special Servicer shall promptly


 






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notify
the Master Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.


 


(ii)       If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially
Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other,
any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor
Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable,
will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan
and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)       If
any Mortgage Loan becomes a Specially Serviced Loan and also if (solely in the case of a Mortgage Loan that is subject to an Intercreditor
Agreement) the related Companion Holder or related mezzanine lender, as applicable, for such Mortgage Loan has not previously exercised
the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts
to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan (as a collective whole as if such Certificateholders and Companion Holder constituted a single lender) in such manner as will
be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and when the Special Servicer
determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off)
can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust
and, if applicable, the related Companion Holder. In the case of a Non-Serviced Mortgage Loan, to the extent permitted under the
related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion Loan
by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell ((i) with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and (ii) after consulting with the Risk Retention Consultation Party
pursuant to Section 6.08(a), in each case, provided such Non-Serviced Mortgage Loan is not an Excluded Loan as to such 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, subject to the terms of the related Intercreditor Agreement (and provided that the related
Non-Serviced Special Servicer will not be entitled to a liquidation fee), the Special Servicer will be entitled to the liquidation
fee that the related Non-Serviced Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced
Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating
Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder
and the Risk Retention Consultation Party, other than in respect of any Excluded Loan) and, in respect of any Serviced AB Whole
Loan, prior to the occurrence of an AB Control Appraisal Period, the holder of the related AB Subordinate Companion


 






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Loan
not less than ten (10) Business Days’ prior written notice of its intention to sell any Defaulted Loan. In the absence of
a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price
or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan. Neither the
Trustee nor any of its Affiliates may make an offer for or purchase any Defaulted Loan.


 


(iv)     (A)        In
the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the Special
Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received from any Person that
is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person other than
an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes a fair price for
any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal
or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months), among other factors,
the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee shall determine
whether the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater than the applicable
Purchase Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase Price, no offer from an Interested
Person shall constitute a fair price unless (x) it is the highest offer received and (y) at least two (2) other offers are received
from independent third parties. The Trustee shall act in a commercially reasonable manner in making such determination. In determining
whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely
on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this
Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided
in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the
Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee shall (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined


 






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by the
Trustee. The Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense
shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to
use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)       The
Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines (in consultation with the
Directing Certificateholder and the Risk Retention Consultation Party, subject to the limitations on consultation set forth in
and in accordance with Section 6.08(a) (in each case, unless a Consultation Termination Event shall have occurred and be
continuing and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) and, in the case of a Serviced
Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing
Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would be in
the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related
to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable,
the related Companion Holder constituted a single lender, and taking into account the subordinate or pari passu nature of
any Companion Loan). In addition, the Special Servicer may accept a lower offer from any Person other than an Affiliate of the
Special Servicer if it determines, in accordance with the Servicing Standard, that the acceptance of such offer would be in the
best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to
a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the
related Companion Holder constituted a single lender, and taking into account the subordinate or pari passu nature of any
Companion Loan) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the
Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to
sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation
to make any fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything
other than the related Appraisal.


 


(v)       Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other
resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure, as
the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC Provisions.


 






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(b)       (i)
The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such purchase
shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special Servicer
may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale of the entire
REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines, consistent
with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion Holders.
The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator and the
Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk
Retention Consultation Party, in respect of any Mortgage Loan other than an Excluded Loan as to such party and, solely in the case
of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event) not less than
ten (10) days’ prior written notice of the Purchase Price and its intention to (x) purchase any REO Property at the Purchase
Price therefor or (y) sell any REO Property, in which case the Special Servicer shall accept the highest offer received from any
Person for any REO Property in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable law,
and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate
of the Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property and
may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned
by an independent broker pursuant to a brokerage agreement entered into at arm’s length.


 


(A)       In
the absence of any such offer as set forth in clause (i) above, the Special Servicer shall, subject to sub-clause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the
Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror
is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price
and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the Purchase Price,
no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at least two
(2) other offers are received from independent third parties. 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 REO Property pursuant hereto.


 


(B)       The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,


 






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and in
either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer.


 


(C)       In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local economy
and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)       Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents may contain
customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance
with the terms of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer nor the Trustee shall have any liability to the Trust or any Certificateholder
or related Companion Holder (if applicable) with respect to the purchase price therefor accepted by the Special Servicer or the
Trustee.


 


(c)       Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 






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(d)       With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell
the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether any
cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the Special Servicer unless
the offeror is an Interested Person and by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the
Special Servicer will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion
Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion
Loan (provided that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor
or an Affiliate of the Mortgagor) unless the Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion
Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole Loan;
(b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with any amendments to such bid
packages) received by the Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed
sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file
reasonably requested by the holder of the related Serviced Pari Passu Companion Loan; and (d) until the sale is completed, and
a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder and the Risk
Retention Consultation Party) prior to the proposed sale date, all information and other documents being provided to other offerors
and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed
sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer
at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit
an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion
Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If
the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee shall (at
the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or commercial
mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the subject Mortgage Loan, that
has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage
Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If the Trustee designates such a
third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.
The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third
party shall be covered by, and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts
consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable
Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master
Servicer as a Servicing


 






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Advance
but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the
applicable Interested Person.


 


(e)       (i)
Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement,
the holder of the related AB Subordinate Companion Loan for each applicable Serviced AB Whole Loan will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate Companion Loan
shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related
Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate
Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)       Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)        Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)       In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17 Additional
Obligations of Master Servicer and Special Servicer. (a) The Master Servicer shall deliver all Compensating Interest Payments
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement
therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without
any right of reimbursement therefor.


 


(b)       The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)       Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for
such portion of the Nonrecoverable Advance during the one month collection


 






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period
ending on the then-current Determination Date, for successive one month periods for a total period not to exceed twelve (12) months
(provided that, other than in the case of an Excluded Loan with respect to the Directing Certificateholder or the Holder
of the majority of the Controlling Class, any such deferral exceeding six (6) months shall require, prior to the occurrence and
continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer or
not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such
an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof
shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer;
it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal
collections as described above prior to payment from other collections). In connection with a potential election by the Master
Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the
Collection Period for any Distribution Date, the Master Servicer or the Trustee shall further be authorized to wait for principal
collections on the Mortgage Loans to be received until the end of such Collection Period before making its determination of whether
to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof; provided, however,
that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining
such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a Collection Period will
exceed the full amount of the principal portion of general collections on or in respect of Mortgage Loans deposited in the Collection
Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to
give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical,
which shall mean that (i) the Master Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting
fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances
or new or different information becomes known to the Master Servicer or the Trustee, as the case may be, that could affect or
cause a determination of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable
Advance or the determination in clause (i) above, or (iii) in the case of the Master Servicer, it has not timely received
from the Trustee information required by the Master Servicer to determine whether to defer reimbursement for a Nonrecoverable
Advance. If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence apply,
the Master Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated
reimbursement as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding
or second preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s election whether to refrain
from obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein
shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any
principal collections then available in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the
Trustee, as the case may be, shall


 






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have
no liability for any loss, liability or expenses resulting from any notice provided to the Rating Agencies contemplated by this
Section 3.17(c).


 


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 3.17 or to comply with the terms of this Section 3.17
and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute
a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as
the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring
such reimbursement, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable
Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date
(deemed first from principal and then from interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as the case may be,
agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the
Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions
over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise)
and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable
Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other
parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders
for any such election that such party makes as contemplated by this Section 3.17 or for any losses, damages or other adverse
economic or other effects that may arise from such an election, nor shall such election constitute a violation of the Servicing
Standard or any duty under this Agreement. Neither the Master Servicer nor the Trustee shall have any liability whatsoever for
making an election, or refraining from making an election, that is authorized under this Section 3.17(c).


 


No determination by the
Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest
thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee, as applicable) to subordinate
(in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period
of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the
Special


 






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Servicer,
as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment, which the 17g-5 Information
Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(d)       With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the
lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer,
as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount
may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced
Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)       Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer or
the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification or amendment
of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section 3.18 Modifications,
Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments and consents with
respect to Specially Serviced Loans and all such matters that involve a Major Decision or Special Servicer Decision for all Mortgage
Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers,
modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision or a Special Servicer Decision.
Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section
3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder
and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect
to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the
Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of
the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or
related Companion Loan that would constitute a Major Decision without (x) (i) prior to the occurrence and continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent
(or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by,
and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder,
but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the
Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further,
that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of


 






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(i) five
(5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a
leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing
Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold
estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve
(12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan
and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such
extension, (1) the Special Servicer shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating
Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder
and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and
(ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at the
expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to
be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.18(d)) that such extension
would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance
of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder,
the Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence
and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination
Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing
Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any
Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence
and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan
with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant
to the process described in Section 6.08(a).


 


Additionally, the Special
Servicer shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a
Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special Servicer
Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented in writing within ten (10)
Business Days (or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) Business
Days) after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation and analysis
and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in
order to grant or withhold such consent (provided that if such written consent has not been received by the Special Servicer
within such ten (10) Business Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be
deemed to have approved such action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event
but prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any


 






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Excluded
Loan with respect to the Directing Certificateholder, the Special Servicer having consulted with the Directing Certificateholder.
In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or,
with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) Business Days) following
its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing
Certificateholder, as applicable, on the specific matter; provided, however, that the failure of the Directing
Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any
future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with
respect to the Directing Certificateholder) or Serviced Whole Loan.


 


Notwithstanding the foregoing,
subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification,
waiver or amendment pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s processing
and/or consent rights pursuant to this subsection (a) if any such modification, waiver or amendment constitutes a Major
Decision or Special Servicer Decision, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of
or consultation with the Special Servicer, the Operating Advisor, the Risk Retention Consultation Party or the Directing Certificateholder,
may modify or amend the terms of any Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or
mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein
or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion
Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not
be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


Subject to Section
6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels
of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of
the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable
unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating
Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party,
if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution
would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer,
as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by
the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 






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Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or Major Decision with respect
to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special
Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request
with respect to a Non-Specially Serviced Loan, the Special Servicer shall process such request (including, without limitation,
interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation
with respect to such request or the Major Decision or Special Servicer Decision. The Master Servicer shall deliver to the Special
Servicer any additional information in the Master Servicer’s possession reasonably requested by the Special Servicer relating
to such Special Servicer Decision or Major Decision. Unless the Master Servicer and the Special Servicer mutually agree that the
Master Servicer shall process such request with respect to a Non-Specially Serviced Loan, the Master Servicer shall not be permitted
to process any such Major Decision or Special Servicer Decision and shall not be required to interface with the Mortgagor or provide
a written recommendation and/or analysis with respect to any such Major Decision or Special Servicer Decision. If the Master Servicer
and the Special Servicer mutually agree that the Master Servicer shall process a request for any matter described in this Section
3.18(a) that constitutes a Major Decision or Special Servicer Decision with respect to any Non-Specially Serviced Loan, the
Master Servicer shall be required to obtain the Special Servicer’s prior consent (or deemed consent as set forth in Section
6.08) to the Major Decision or Special Servicer Decision, as applicable.


 


(b)       If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment
default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery on a net present value
basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders,
as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer
may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (w) the provisions of this Section
3.18(b) and Section 3.18(c), (x) with respect to any such Specially Serviced Loan other than an Excluded Loan with respect
to the Directing Certificateholder, prior to the occurrence and continuance of a Control Termination Event, the approval of the
Directing Certificateholder (or after the occurrence and during the continuance of a Control Termination Event, but prior to the
occurrence and continuance of a Consultation Termination Event, upon consultation with the Directing Certificateholder) as provided
in Section 6.08, (y) with respect to any such Specially Serviced Loan other than an Excluded Loan with respect to the Risk
Retention Consultation Party, upon consultation with the Risk Retention Consultation Party as provided in Section 6.08,
and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect
to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender,
to advise or consult with the Special Servicer with respect to, or consent to, such modification, waiver or


 






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amendment,
in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable;
provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control
Appraisal Period, the related Serviced AB Whole Loan Controlling Holder will be required to the extent set forth in the related
Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights, and the Risk Retention
Consultation Party shall have no consultation rights, regarding the matter; provided, further, that in the case
of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained and provided
to the Trustee and the Certificate Administrator an Opinion of Counsel that such release or substitution would not be a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an
Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing
Certificateholder (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall
consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in respect thereof, in
accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with (i)
the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property
from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as the case may be, to calculate (or to approve the calculation
of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market
value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio as calculated is greater than 125%, the Master Servicer or the Special Servicer, as
the case may be, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30
or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid, the related
Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code.


 


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan
is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years
or, to the extent consistent with the Servicing Standard giving due consideration to the


 






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remaining
term of the ground lease and (A) prior to the occurrence and continuance of a Control Termination Event, with the consent of the
Directing Certificateholder and (B) to the extent such modification, waiver or amendment constitutes a Major Decision, after consultation
with the Risk Retention Consultation Party pursuant to Section 6.08(a), (in each case, other than with respect to a Mortgage
Loan that is an Excluded Loan as to such party), ten (10) years prior to the expiration of the then-current term of such leasehold
estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide
for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally at the related
Mortgage Rate.


 


(c)       Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by the Master Servicer or the Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a
“significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)       To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18 if such matter
constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b)
and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision or a Special Servicer Decision
or relates to a Specially Serviced Loan) may, consistent with the Servicing Standard, agree to any waiver, modification or amendment
of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only
if the contemplated waiver, modification or amendment (i) will not be a “significant modification” of the Mortgage
Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event. In making this
determination, the Master Servicer or the Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate
Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such
modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection
Account pursuant to Section 3.05(a); provided that the Master Servicer or the Special Servicer, as the case may be,
shall use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the
related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive
the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be
made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect
to any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)       Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of
which


 






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is within
the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments
evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement, require that
such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation, a
reasonable or customary fee, for the additional services performed in connection with such request; provided that the charging
of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section
1.860G-2(b).


 


(f)       All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 


(g)       With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18, the
Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Directing
Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder, other than following
the occurrence and continuance of a Consultation Termination Event, and in the case of the Directing Certificateholder or the Risk
Retention Consultation Party, other than with respect to any Excluded Loan as to such party), the applicable Companion Holder (unless,
with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the
related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or
the Directing Certificateholder or the Risk Retention Consultation Party) and the 17g-5 Information Provider (which shall promptly
post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) in writing of any
modification, waiver or amendment (in each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion
Loan that is modified, waived or amended and the date thereof. With respect to any modification, waiver or amendment (in each case,
after it is finalized and executed) for which it is responsible for processing pursuant to Section 3.18, the Master Servicer
shall provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special
Servicer, Directing Certificateholder (except to the extent that the Special Servicer or the Directing Certificateholder, as applicable,
notifies the Master Servicer that the Special Servicer or the Directing Certificateholder, as applicable, does not desire to receive
copies of such items), the Risk Retention Consultation Party (in the case of the Directing Certificateholder, only prior to the
occurrence and continuance of a Consultation Termination Event and in the case of the Directing Certificateholder or the Risk Retention
Consultation Party, other than with respect to an Excluded Loan as to such party), the applicable Serviced Companion Loan Holder
(or, to the extent the related Serviced Companion Loan has been included in an Other Securitization, the master servicer of such
Other Securitization) (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has
occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer
or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or Risk Retention Consultation Party) and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)). The party responsible for delivering notice shall deliver to the


 






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Custodian
with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event
within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if any. Following
receipt of the Master Servicer’s or the Special Servicer’s, as the case may be, delivery of the aforesaid modification,
waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder
of a Certificate (other than the Class R Certificates). With respect to any modification, waiver or consent that is a Master Servicer
Decision pursuant to clause (iv) of the definition of “Master Servicer Decision”, if the related lease affects
an area greater than or equal to 10% of net rentable area of the related Mortgaged Property and less 30% of net rentable area
of the related Mortgaged Property, the Master Servicer shall deliver to the Special Servicer a copy of the approved lease. With
respect to any modification, waiver or consent that is a Master Servicer Decision pursuant to (vii) of the definition of
“Master Servicer Decision”, the Master Servicer shall deliver to the Special Servicer a copy of the approved annual
budget. With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt
or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section
3.18(a)) or the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Sections
3.18(a) and (m) shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5)
Business Days immediately following the Master Servicer or the Special Servicer, as the case may be, obtaining actual knowledge
of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt,
substantially in the form of Exhibit JJ, to cts.sec.notifications@wellsfargo.com
and an Additional Disclosure Notification in the form attached hereto as Exhibit DD. The notice contemplated in the preceding
sentence shall set forth, to the extent the Special Servicer or the Master Servicer, as the case may be, has the requisite information
or can reasonably obtain such information, (1) the amount of additional debt that was incurred in the related Collection Period,
(2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to
the Master Servicer, the Special Servicer and the Certificate Administrator, as applicable, and the Master Servicer confirms with
the Certificate Administrator that such amended CREFC® Investor Reporting Package enables the Certificate Administrator
to include such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust
is no longer subject to the Exchange Act, the additional report in the form of Exhibit JJ shall no longer be required hereunder.
From time to time, the Master Servicer, the Special Servicer and the Certificate Administrator may agree on a different delivery
time and format for the information set forth in this paragraph.


 


(h)       Subject
to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions and Special Servicer Decisions,
the Master Servicer shall process all defeasance transactions and shall be entitled to all defeasance fees paid relating thereto
(provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees
in connection with a defeasance that the Special Servicer is entitled to under this Agreement). Notwithstanding the foregoing,
the Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution
of


 






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any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with
Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of
government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such
substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at
maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related
Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such
substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition
to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor, if so required by the Rating
Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including
but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan
documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor,
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided, further,
however, that no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has
delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with
any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than
$35,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and
(iii) a Mortgage Loan that is not one of the ten (10) largest Mortgage Loans by Stated Principal Balance. Notwithstanding the
foregoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v)
in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid
by the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)        Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of


 






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the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s processing
and/or consent rights pursuant to Section 3.18(a) with respect to any such action that constitutes a Major Decision or
a Special Servicer Decision) reasonably determines that allowing their use would not cause a default or event of default to become
reasonably foreseeable and receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage
Loan documents and, if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use
would not be and would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant
to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust
REMIC; and provided, further, that the requirements set forth in Section 3.18(h) (including receipt of any
Rating Agency Confirmation) are satisfied; and provided, further, that such securities are backed by the full faith
and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


 


Notwithstanding the foregoing,
with respect to (i) all of the Mortgage Loans that were originated or acquired by Rialto Mortgage Finance, LLC that are subject
to defeasance, (ii) all of the Mortgage Loans (other than the Mortgage Loans secured by the Mortgaged Properties identified on
Exhibit B hereto as The Black Building and 10-12 Celina Avenue) that were originated or acquired by CIBC Inc. that are subject
to defeasance, (iii) all of the Mortgage Loans (other than the Mortgage Loans secured by the Mortgaged Properties identified on
Exhibit B hereto as Chelmsford MHC, 87 East 4th Street, Walgreens Douglasville, Walgreens Tupelo, Walgreens Lexington,
Dollar General Fayette, Dollar General Centralia, Dollar General Hubbard Lake and Dollar General Trenton) that were originated
or acquired by Ladder Capital Finance LLC that are subject to defeasance, (iv) all of the Mortgage Loans (other than the Mortgage
Loans secured by the Mortgaged Properties identified on Exhibit B hereto as Grand Canal Shoppes and 10000 Santa Monica Boulevard)
that were originated or acquired by UBS AG, New York Branch that are subject to defeasance and (v) all of the Mortgage Loans that
were originated or acquired by Rialto Real Estate Fund III – Debt, LP that are subject to defeasance, the related Mortgage
Loan Seller has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate
the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any such right or obligation,
the “Retained Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance
request with respect to a Mortgage Loan, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the
related Mortgage Loan documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written
notice of such defeasance request to the related Mortgage Loan Seller. Until such time as the related Mortgage Loan Seller provides
the Master Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance
Rights and Obligations shall be delivered to the related Mortgage Loan Seller at its respective notice address provided under Section
13.05. With respect to any Mortgage Loan that is subject to defeasance, if the


 






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successor
borrower is not designated or formed by the related Mortgage Loan Seller or any Affiliate or successor thereto, the successor
borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


(j)        If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be
Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged
Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or
Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained
in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer
in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply
with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account,
the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property
into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its
Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and not as a prepayment of
the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer
permit such amounts to be maintained in the Collection Account for a period in excess of three hundred sixty-five (365) days (or
three hundred sixty-six (366) days in the case of a leap year).


 


(k)       Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the case may be, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the
cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid
out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten (10) largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance
that is at least equal to 5% of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)        Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Special Servicer shall
not approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion of
Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will not
cause an Adverse REMIC Event to the extent the Special Servicer determines in its reasonable


 






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good
faith business judgment consistent with the Servicing Standard that such Opinion of Counsel is reasonably necessary.


 


(m)      Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the
Master Servicer may, without any Directing Certificateholder approval, consent or consultation (except as otherwise provided below
in the definition of Master Servicer Decision), Risk Retention Consultation Party consultation or the Special Servicer’s
approval, consent or consultation (provided that the Master Servicer delivers notice thereof to the Special Servicer after
completion (and the Master Servicer shall promptly, prior to the occurrence of a Consultation Termination Event and other than
in respect of any Excluded Loan with respect to the Directing Certificateholder, deliver notice thereof to the Directing Certificateholder,
except to the extent that the Special Servicer or the Directing Certificateholder, as applicable, notifies the Master Servicer
that the Special Servicer or the Directing Certificateholder, as applicable, does not desire to receive copies of such items) take
any of the following actions with respect to Non-Specially Serviced Loans (each such action, a “Master Servicer Decision”):
(i) grant waivers of non-material covenant defaults (other than financial covenants and receipt of financial statements, but including
immaterial timing waivers such as with respect to late financial statements); (ii) consents to releases of non-material, non-income
producing parcels of a Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property or the
ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as and when due, provided that such
releases are required by the related Mortgage Loan documents and there is no lender discretion permitted under the Mortgage Loan
documents; (iii) approve or consent to grants of easements or rights of way (including, without limitation for utilities, access,
parking, public improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements if the Special
Servicer has determined, in accordance with the proviso to the definition of “Special Servicer Decision”, that such
easements or rights of way do not materially affect the use or value of a Mortgaged Property or a Mortgagor’s ability to
make payments with respect to the related Mortgage Loan or any related Companion Loan; (iv) grant subordination, non-disturbance
and attornment agreements and consents involving leasing activities that do not involve a ground lease and affect an area less
than or equal to the lesser of (a) 30% of the net rentable area of the improvements at the Mortgaged Property and (b) 30,000 square
feet of the improvements at the Mortgaged Property), including approval of new leases and amendments to current leases; (v) consent
to actions and releases related to condemnation of parcels of a Mortgaged Property if the Special Servicer has determined, in accordance
with the proviso to the definition of “Special Servicer Decision”, that such condemnation is not with respect to a
material parcel or a material income producing parcel and such condemnation does not materially affect the use or value of the
related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or
Companion Loan when due; (vi) consent to a change in property management relating to any Mortgage Loan if the replacement property
manager is not a Borrower Party and the Mortgage Loan has an outstanding principal balance less than $10,000,000; (vii) approve
annual operating budgets for Mortgage Loans; (viii) grant any extension or enter into any forbearance with respect to the anticipated
refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related Maturity Date of such Mortgage Loan so long as
(A) such extension or forbearance does not extend beyond 120 days after the related Maturity Date and (B) the related Mortgagor
has delivered documentation reasonably satisfactory in form and substance to the Master Servicer or the Special Servicer which
provides


 






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that
a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which
such Balloon Payment will become due; (ix) any non-material modification, amendment, consent to a non-material modification or
waiver of any term of any Intercreditor Agreement if the Special Servicer has determined, in accordance with the proviso to the
definition of “Major Decision” that such modification, amendment or consent is administrative in nature, including
a note-splitting amendment, provided that if any such modification or amendment would adversely impact the Special Servicer,
such modification or amendment will additionally require the consent of the Special Servicer, as applicable, as a condition to
its effectiveness; (x) any determination of Acceptable Insurance Default, except that, prior to the occurrence and continuance
of any Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder,
the Directing Certificateholder’s consent (or deemed consent) shall be required for any such determination; (xi) approve
or consent to any defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification
of the type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of
defeasance if the Mortgage Loan or Serviced Whole Loan documents do not otherwise permit such principal prepayment; (xii) any
determination to bring a Mortgaged Property into compliance with applicable environmental laws or to otherwise address hazardous
material located at a Mortgaged Property subject, prior to the occurrence and continuance of a Control Termination Event and other
than with respect to any Excluded Loan with respect to the Directing Certificateholder, to the consent (or deemed consent) of
the Directing Certificateholder; (xiii) any transfer of the Mortgaged Property that the loan documents allow without the consent
of the mortgagee but subject to satisfaction of conditions specified in the loan documents where no mortgagee discretion is necessary
in order to determine if such conditions are satisfied; (xiv) to the extent not a Major Decision or a Special Servicer Decision
pursuant to clause (x) of the definition of “Major Decision” or clause (c) of the definition of “Special
Servicer Decision”, respectively, any requests for the funding or disbursement of amounts from any escrow accounts, reserve
funds or letters of credit held as “performance”, “earn-out”, “holdback” or similar escrows
or reserves where such request is for funding or disbursement of ordinary course impounds, repair and replacement reserves, lender
approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the Mortgage
Loan documents (all such fundings and disbursements being collectively referred to as “Routine Disbursements”)
or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer; provided,
however, that in the case of any Mortgage Loan whose escrows, reserves, holdbacks and related letters of credit exceed,
in the aggregate, at the related origination date, 10% of the initial principal balance of such Mortgage Loan (which Mortgage
Loans are identified on Schedule 3 hereto), no such funding or disbursement of such escrows, reserves, holdbacks or letters
of credit shall be deemed to constitute a Routine Disbursement, and shall instead constitute Special Servicer Decisions, except
for the routine funding of tax payments and insurance premiums when due and payable; and (xv) grant or agree to any other waiver,
modification, amendment and/or consent that does not constitute a Major Decision or a Special Servicer Decision; provided
that (w) any such action would not in any way affect a payment term of the Certificates, (x) any such action would not constitute
a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise cause either Trust REMIC to


 






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fail
to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust to the
extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent with the Servicing
Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing to such action would
not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided, further,
that, in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall
be deemed given if a response to the request for consent is not provided within 10 Business Days after receipt of the Master Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Master Servicer in order to grant or withhold such consent. The foregoing is intended to be an itemization of
actions the Master Servicer may take without having to obtain the approval of any other party and is not intended to limit the
responsibilities of the Master Servicer hereunder.


 


(n)       Neither
the Master Servicer nor the Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing
such modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest,
principal and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or
“A” portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall
no longer be outstanding; provided, however, that interest and other amounts in respect of such junior or “B” portion
may accrue prior to such point in time.


 


Section 3.19 Transfer
of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report. (a) Upon determining
that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or
Serviced Companion Loan, the Master Servicer or the Special Servicer, as the case may be, shall promptly give notice to the Master
Servicer or the Special Servicer, as the case may be, the Operating Advisor and ((i) prior to the occurrence and continuance of
a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party) the Directing Certificateholder
thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently
provide a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer
shall use its reasonable efforts to provide the Special Servicer with all documents and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion
Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense,
and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master
Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence
of each related Servicing Transfer Event (or, in the case of clauses (viii) or (ix) of the definition of Servicing
Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer Event when
the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator of such
Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing of
such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee,
the Certificate Administrator, the Operating


 






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Advisor,
and ((i) prior to the occurrence and continuance of a Consultation Termination Event or (ii) other than with respect to any Excluded
Loan as to such party) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided by the
Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.
Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator shall deliver to each
Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant
to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three (3) consecutive Periodic
Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder
(unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and the Directing Certificateholder
(with respect to the Directing Certificateholder, (i) prior to the occurrence and continuance of a Consultation Termination Event
and (ii) other than with respect to any Excluded Loan as to such party) and shall return the related Mortgage File and Servicing
File to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice,
and returning such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation to service
such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and,
if applicable, the related Companion Loan shall recommence.


 


(b)       In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of
any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)       Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)       No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall deliver
in electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion
Loan, if applicable, and the related Mortgaged Property to the Directing


 






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Certificateholder
or the AB Whole Loan Controlling Holder, as applicable. Subsequent to the issuance of a Final Asset Status Report to the extent
that during the course of the resolution of such Specially Serviced Loan material changes in the strategy reflected in the initial
Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary to reflect the then-current circumstances and
recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance
with the Servicing Standard, the Special Servicer shall prepare one or more additional Asset Status Reports with respect to such
Specially Serviced Loan (each such report a “Subsequent Asset Status Report”). The Special Servicer shall deliver
each Asset Status Report in electronic form to the Master Servicer, the Directing Certificateholder (but with respect to the Directing
Certificateholder, only in respect of any Mortgage Loan other than (A) any Excluded Loan as to such party or (B) any Serviced
AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior to the occurrence and continuance
of an Operating Advisor Consultation Event), the Risk Retention Consultation Party (but only with respect to any Mortgage Loan
other than an Excluded Loan as to such party), the Operating Advisor (but, other than with respect to an Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class, only after the occurrence and during
the continuance of an Operating Advisor Consultation Event and, with respect to a Serviced AB Whole Loan, only to the extent that
it is subject to an AB Control Appraisal Period) and the 17g-5 Information Provider (which shall promptly post such report on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related Serviced
Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion Loan has been included in an
Other Securitization, to the applicable master servicer of such Other Securitization into which the related Serviced Companion
Loan has been sold; the Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate Administrator
and the Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s
Website. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders
on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to
the Certificate Administrator. The Special Servicer shall notify the Operating Advisor of whether any Asset Status Report delivered
to the Operating Advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status
Report that is either signed by the Directing Certificateholder or the AB Whole Loan Controlling Holder, as applicable, or that
otherwise includes an indication that such Asset Status Report is deemed approved due to the passage of any required consent or
consultation time period or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer.
Further, the Certificate Administrator shall not request any Asset Status Report or Final Asset Status Report from the Master
Servicer. Such Asset Status Report shall set forth the following information to the extent reasonably determinable based on the
information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing
Transfer Event:


 


(i)        a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)       a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties


 






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or other
collateral for the related Mortgage Loan (and any related Serviced Companion 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 Loan or REO Property), (B)
a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the Special Servicer in connection with the proposed or taken actions;


 


(v)       the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)      a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


 


(vii)     the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)    an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation and all related assumptions;


 


(ix)       the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)       such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing
Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders
and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature
of any Companion Loan), the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided,
however, that the Special Servicer may not


 






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take
any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents.
If, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder
of a majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event, the Directing
Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the Special Servicer has not
made the affirmative determination described above, the Special Servicer shall revise such Asset Status Report and deliver a new
Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Master
Servicer, the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event and, in
the case of a Serviced AB Whole Loan, only prior to the occurrence and continuance of a Consultation Termination Event and during
an AB Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the Operating Advisor (but only after
the occurrence and during the continuance of an Operating Advisor Consultation Event) and the 17g-5 Information Provider (which
shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
With respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of
the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event, the Special Servicer
shall revise such Asset Status Report as described above in this Section 3.19(d) until the Directing Certificateholder
(or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period and to
the extent required by the terms of the related Intercreditor Agreement, the holder of the related AB Subordinate Companion Loan)
shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset
Status Report or until the Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval
is not in the best interests of the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking
into account the pari passu or subordinate nature of any Companion Loan); provided that, if the Directing Certificateholder
or the holder of the related AB Subordinate Companion Loan, as applicable, has not approved the Asset Status Report for a period
of sixty (60) Business Days following the first submission of an Asset Status Report, the Special Servicer may act upon the most
recently submitted form of Asset Status Report, if consistent with the Servicing Standard; provided, however, that
such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant
to Section 6.08. The procedures described in this paragraph are collectively referred to herein as the “Directing
Holder Approval Process”. Prior to an Operating Advisor Consultation Event, the Special Servicer shall deliver each
Final Asset Status Report to the Operating Advisor at the conclusion of the Directing Holder Approval Process.


 


The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that
such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder
of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing), the
Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for
an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class that includes
a Major Decision and consider


 






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alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or
cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement,
including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status
of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, or (c) expose the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their
respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially expand the scope
of the Special Servicer’s, the Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


If an Operating Advisor
Consultation Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both an Operating Advisor Consultation
Event has occurred and is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver
each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and the Directing Certificateholder
(if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as
to such party)). Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s
review of a Final Asset Status Report shall only provide background information to support the Operating Advisor’s duties
concerning the Special Servicer’s compliance with the Servicing Standard, and the Operating Advisor shall not provide comments
to the Special Servicer in respect of such Final Asset Status Report. After the occurrence and during the continuance of an Operating
Advisor Consultation Event, the Operating Advisor shall provide comments to the Special Servicer in respect of the Asset Status
Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of
such additional information reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses
of action to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders
that are holders of the Control Eligible Certificates), as a collective whole. The Special Servicer shall consider on a non-binding
basis such alternative courses of action and any other feedback provided by the Operating Advisor (and the Directing Certificateholder
(in each case, if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded
Loan as to such party)) in connection with the Special Servicer’s preparation of any Asset Status Report that is provided
while an Operating Advisor Consultation Event has occurred and is continuing. The Special Servicer may revise the Asset Status
Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and the Directing Certificateholder
(if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as
to such party)), to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s
input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a
collective whole (or,


 






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with
respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as
a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)). Upon determining whether
or not to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the Directing
Certificateholder, the Special Servicer shall revise the Asset Status Report, if applicable, and deliver to the Operating Advisor
and the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report is issued). The procedures
described in this paragraph are collectively referred to as the “ASR Consultation Process”.


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class), the Directing Certificateholder shall have
no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
(except with respect to any Excluded Loan as to such party) and after the occurrence and during the continuance of an Operating
Advisor Consultation Event, the Operating Advisor shall consult, on a non-binding basis, with the Special Servicer and propose
alternative courses of action and provide other feedback in respect of any Asset Status Report. The Directing Certificateholder
(other than in its capacity as a Certificateholder) (in each case, after the occurrence and during the continuance of a Consultation
Termination Event (and at any time with respect to any Excluded Loan as to such party)), shall have no right to receive any Asset
Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall
only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The Special
Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard
to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable
periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Certificateholder.


 


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


 


(e)       (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing
Transfer Event (without regard to the 60-day period set forth therein), the Master Servicer shall with reasonable promptness give
notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information relating to the Mortgage
Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate with the related Mortgagor.
The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the
occurrence of each such event.


 






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(ii)       After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (iv) or (ix) of the definition of Servicing Transfer Event (without regard to the 60-day period set forth
therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such notice is provided to
the Special Servicer pursuant to clause (i) above.


 


(f)       Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan, the Special Servicer shall deliver in electronic format
to the Directing Certificateholder (other than with respect to any Excluded Loan as to such party) a draft notice that will include
a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include
any Privileged Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the
occurrence and continuance of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related
AB Subordinate Companion Loan, to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, if, prior to the occurrence
and continuance of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such
new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent
draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such twentieth (20th) Business Day shall
be deemed to be the final summary of the Final Asset Status Report; provided, further, however, that if at
any time the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder
is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking
into account the pari passu or subordinate nature of any Companion Loan), pursuant to the Servicing Standard, the Special
Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator
for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval.
The Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy
of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status
Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject to
an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder of the related
AB Subordinate Companion Loan in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement
requires such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report and


 






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the summary
of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website
pursuant to Section 3.13(b).


 


(g)       No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20 Sub-Servicing
Agreements. (a) The Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance
by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing Agreement as amended
or modified: (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer to comply with all of
the applicable conditions of this Agreement; (ii) provides that if the Master Servicer or the Special Servicer, as the case may
be, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination
Event), the Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to the
date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02
under the circumstances described therein (subject to Section 3.20(g)); (iii) provides that the Trustee (for the benefit
of the Certificateholders and the related Companion Holder (if applicable)) and the Trustee (as holder of the Lower-Tier Regular
Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii))
none of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the
Master Servicer or Special Servicer, as applicable, (other than the Master Servicer or Special Servicer that enters into such
Sub-Servicing Agreement) any successor master servicer or successor special servicer or any Certificateholder (or the related
Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom;
(iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect
to such purchased Mortgage Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing
Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g) and in such additional
manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct
rights of indemnification that may be satisfied out of assets of the Trust except through the Master Servicer or the Special Servicer,
as the case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer
to modify any Mortgage Loan unless and to the extent the Master Servicer or the Special Servicer, as the case may be, is permitted
hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision
without the consent of the Master Servicer or the Special Servicer, as applicable (which consent shall not be granted except in
accordance with Section 6.08); (viii) 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; (ix) provides that the Sub-Servicer shall be in default under
the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable
grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered
to the Master Servicer, the Certificate


 






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Administrator
or the Depositor under ARTICLE XI or under the Sub-Servicing Agreement or to the applicable master servicer under any other
pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its covenants
or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting
items required for any party to this Agreement to perform its obligations under ARTICLE XI or under the Exchange Act reporting
items required under any other pooling and servicing agreement that the Depositor is a party to; and (x) provides that such Sub-Servicing
Agreement shall be terminable if at any time the related Sub-Servicer is Risk Retention Affiliated with a Subsequent Third Party
Purchaser if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2). Any successor master servicer or successor special
servicer, as applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable,
be assigned and may assume any Sub-Servicing Agreements from the applicable predecessor Master Servicer or Special Servicer, as
the case may be (subject to Section 3.20(g)). In addition, each Sub-Servicing Agreement entered into by the Master Servicer
may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced
thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing
Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide)
that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing
Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer
Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to
render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically provided
for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as the case may be, shall deliver to the Trustee
copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case
promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the
Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith,
all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it
need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been
advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such
Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as
they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable
between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement.
For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained
by it receives such payment. The Master Servicer or the Special Servicer, as the case may be, shall notify the Master Servicer
or the Special Servicer, as the case may be, the Trustee and the Depositor (and the Special Servicer shall notify the Operating
Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such
notice as to the Initial Sub-Servicing Agreements.


 


(b)       Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent


 






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required
by applicable law to the extent necessary to ensure the enforceability of the related Mortgage Loans or the compliance with its
obligations under the Sub-Servicing Agreement and the Master Servicer’s obligations under this Agreement.


 


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


 


(d)       In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)       Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in ARTICLE XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)       The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable
such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)       Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s


 






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servicing
rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with
its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement
without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner
which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)       With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)        Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement that provides for
the performance by third parties of any or all of its obligations herein, without, prior to the occurrence and continuance of any
Control Termination Event and other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, the consent of the Directing Certificateholder, except
to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


(j)        Except
with respect to the Special Servicer, no party shall enter into a sub-servicing agreement with a Sub-Servicer that is a Risk Retention
Affiliate of a Subsequent Third Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2) of
Regulation AB. Notwithstanding the preceding sentence, the parties to this Agreement, absent actual knowledge to the contrary,
may conclusively rely upon a representation of any Initial Sub-Servicer that such Sub-Servicer is not, to its actual knowledge,
a Risk Retention Affiliate of a Subsequent Third Party Purchaser. Except with respect to the Special Servicer, if at any time a
party to this Agreement obtains actual knowledge that such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation
AB and is a Risk Retention Affiliate of a Subsequent Third Party Purchaser, such party shall terminate such Sub-Servicer in accordance
with the Sub-Servicing Agreement.


 


Section 3.21 Interest
Reserve Account.


 


(a)       On
the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each case,
unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360
Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated
Principal Balance of the Actual/360 Mortgage Loans as of the Distribution Date occurring in the month preceding the month in which
the P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made
in respect


 






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thereof
(all amounts so deposited in any consecutive February and January, “Withheld Amounts”).


 


(b)       On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section 3.22 Directing
Certificateholder and Operating Advisor Contact with the Master Servicer and the Special Servicer. Within a reasonable time
upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via
telephone available to verbally answer questions from (a) the Directing Certificateholder ((i) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party) and (b) upon the occurrence
and during the continuance of any Control Termination Event, the Operating Advisor (with respect to the Special Servicer only),
regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special
Servicer, as the case may be, is responsible.


 


Section 3.23 Controlling
Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of
Directing Certificateholder and the Risk Retention Consultation Party. (a) Each Controlling Class Certificateholder is hereby
deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator
and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer
of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit MM
attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder
(other than any Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when
such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only
one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute and deliver a
certification to all parties to this Agreement substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation
or removal of the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder), any successor
directing certificateholder shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit
P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.


 


On the Closing Date,
the initial Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit P-1H to
this Agreement. Upon the resignation


 






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or removal
of the existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party shall deliver to the parties
to this Agreement a certification substantially in the form of Exhibit P-1H to this Agreement prior to being recognized
as the new Risk Retention Consultation Party.


 


(b)       Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or the Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of the Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the Master Servicer,
the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority
of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof)
becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its
representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided
that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled
to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually
owns the largest aggregate Certificate Balance of the Controlling Class. The foregoing provisions shall not be applicable to the
Directing Certificateholder that is a Loan-Specific Directing Certificateholder. Additionally, once a Risk Retention Consultation
Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such
selection unless the Holders of the VRR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance,
or such Risk Retention Consultation Party shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and each other Holder of the VRR Interest, in writing, of the selection of a new Risk Retention
Consultation Party.


 


(c)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.


 


(d)       In
the event that no Directing Certificateholder or Risk Retention Consultation Party, as applicable, has been appointed or identified
to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer, as the case may


 






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be, has
attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer
or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder or Risk Retention Consultation
Party, as applicable, is identified to the Master Servicer or the Special Servicer, as applicable, the Master Servicer or the
Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of the
Directing Certificateholder or Risk Retention Consultation Party, as the case may be.


 


(e)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, (a)
RREF III-D UBSCM 2019-C17 MOA-HRR, LLC, shall be the initial Directing Certificateholder (but not a Loan-Specific Directing Certificateholder)
and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination
Event occurs and is continuing and (b) RREF III-D UBSCM 2019-C17 MOA, LLC shall be the initial Risk Retention Consultation Party
and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination
Event occurs and is continuing.


 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and
Risk Retention Consultation Party.


 


(f)       If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing
Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii) the Directing
Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling
Class (or in the case of a Loan-Specific Directing Certificateholder has no liabilities or duties to the Controlling Class or the
Holders of any Class of Certificates); (iv) the Directing Certificateholder may take actions that favor interests of the Holders
of one or more Classes including the Controlling Class or itself over the interests of the Holders of one or more other Classes
of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class
Certificateholder; provided that a Loan-Specific Directing Certificateholder shall have no such liability) for having so
acted as set forth in clauses (i) through (iv) above, and no


 






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Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal
of the Directing Certificateholder for having so acted.


 


Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention
Consultation Party may act solely in the interests of the Holders of the VRR Interest; (iii) the Risk Retention Consultation Party
does not have any liability or duties to the Holders of any Class of Certificates other than the VRR Interest; (iv) the Risk Retention
Consultation Party may take actions that favor interests of the Holders of one or more Classes including the VRR Interest over
the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall
have no liability whatsoever (other than to a Holder of the VRR Interest) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party
or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.


 


(h)       All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)        Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party and any AB Whole
Loan Controlling Holder.


 


(j)        With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, the Special Servicer, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(l)        At
any time that the Controlling Class Certificateholder is the Holder of a majority of the Class NR-RR Certificates and the Class
NR-RR Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to
exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to
the Depositor, the Certificate Administrator (which shall be via e-mail to


 






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trustadministrationgroup@wellsfargo.com),
the Master Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein,
during such time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation
of clause (ii) of the definition of Control Termination Event and clause (ii) of the definition of Consultation
Termination Event, such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence
and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably
waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion
of its interest in the Class NR-RR Certificates if such unaffiliated third party holds the majority of the Controlling Class after
giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving
Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to
appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to
any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to
irrevocably waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class
Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class
Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that
became a Specially Serviced Loan prior to the sale or transfer of the Class NR-RR Certificates to the Non-Waiving Successor and
had not also become a Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected
Loan.


 


(m)       Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the
Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of
the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The
Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business
Days of the existence or cessation of (i) any Control Termination Event, (ii) any Consultation Termination Event or (iii) any Operating
Advisor Consultation Event. Upon the Certificate Administrator’s determination that a Control Termination Event, a Consultation
Termination Event or an Operating Advisor Consultation Event has occurred or is terminated, the Certificate Administrator shall,
within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to
this provision.


 


In the event that a Control
Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice shall state “A Control
Termination Event has occurred due to the reduction of the Certificate Balance of the Class NR-RR Certificates to less than 25%
of the aggregate Original Certificate Balance thereof, with regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event that a Consultation
Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice shall state “A Consultation
Termination Event has occurred due to the reduction of the Certificate Balance of the Class NR-RR


 






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Certificates
to less than 25% of the aggregate Original Certificate Balance thereof, without regard to the application of any Cumulative Appraisal
Reduction Amounts.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred pursuant to clause (ii) of the definition of each of such terms,
such special notice shall state “A Control Termination Event and a Consultation Termination Event has occurred due to the
irrevocable waiver by the applicable Controlling Class Certificateholder of its rights as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of the Control Eligible Certificates below 25% of its Original Certificate
Balance, without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall state: “A
Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that class, in each case without regard to
the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event of any transfer
of a Class NR-RR Certificate, and upon notice to the Certificate Administrator in the form of Exhibit MM that results in
a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state:
“A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a
transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver
by the prior Holder.”


 


The Directing Certificateholder
shall not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either
the Directing Certificateholder or the Holder of the majority of the Controlling Class. Likewise, the Risk Retention Consultation
Party shall not have any consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either such
Risk Retention Consultation Party or the Holder of the majority of the VRR Interest. In either such case, in respect of the servicing
of any such Excluded Loan, a Control Termination Event and Consultation Termination Event shall be deemed to have occurred with
respect to an Excluded Loan.


 


Section 3.24 Intercreditor
Agreements. (a) The Master Servicer and Special Servicer acknowledge and agree that each Serviced Whole Loan being serviced
under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor
Agreement and each agrees to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt, in accordance
with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating
reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the
provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding
anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect
to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt, or the related Mortgaged Property without the prior consent
of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides
that such Companion Holder or mezzanine lender, as applicable, is required or


 






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permitted
to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder
and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms
and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. The Master Servicer
and the Special Servicer further acknowledge and agree that any AB Whole Loan Controlling Holder will have the right to replace
the Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related
Intercreditor Agreement.


 


(b)       Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or the Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer
be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or
mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which
notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the Master
Servicer or the Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder or consult with a new Risk Retention Consultation Party unless the Certificate Administrator
has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or
the Master Servicer or the Special Servicer, as applicable, have actual knowledge of the identity and contact information of a
new Directing Certificateholder, a new Controlling Class Certificateholder or a new Risk Retention Consultation Party.


 


(c)       No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or the
Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially
expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other


 






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matter
with respect to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right
is exercisable by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing
Certificateholder and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided
in the related Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder,
as applicable (except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related
Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master
Servicer or the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of
any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required
under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without
such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case
may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)       Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (1) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence and continuance of
a Consultation Termination Event) and (2) to consult with any related Companion Holder on a strictly non-binding basis, to the
extent having received such notices, information and reports, such related Companion Holder requests consultation with respect
to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after the expiration
of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer of written notice
of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class
Certificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or
not such related Companion Holder has responded within such ten (10) Business Day period (unless, the Special Servicer proposes
a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day
period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of the related Companion Holder set forth in the immediately preceding sentence, the Special Servicer may
make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten
(10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to protect
the interests of the Certificateholders and the related Companion Holder. In no event shall the Special Servicer be obligated at
any time to follow or take any alternative actions recommended by the related Companion Holder.


 






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(f)        In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer
or Special Servicer, as the case may be) annual meetings 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.


 


(g)       With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)       With
respect to the Serviced AB Whole Loan, notwithstanding any rights the Directing Certificateholder hereunder may have to consult
with respect to any action or other matter with respect to the servicing of such Serviced AB Whole Loan, to the extent the related
Intercreditor Agreement provides that such right is exercisable by the related Subordinate Companion Holder or its representative
or is exercisable in conjunction with the related Subordinate Companion Holder, then the Directing Certificateholder shall not
be permitted to exercise such right. Additionally, notwithstanding anything in this Agreement to the contrary, the Special Servicer
shall consult with, seek the approval of, or obtain the consent of the Subordinate Companion Holder or its representative with
respect to any matters with respect to the servicing of the related AB Subordinate Companion Loan to the extent required under
the related Intercreditor Agreement and shall not take such actions requiring consent of or consultation with such Subordinate
Companion Holder or its representative without such consent or consultation (or deemed consent or consultation). In addition, notwithstanding
anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver information, reports and notices
to the Subordinate Companion Holder or its representative as and to the extent required under the related Intercreditor Agreement;
provided that if such Subordinate Companion Holder is a Borrower Party with respect to the related Mortgage Loan, then such
Subordinate Companion Holder shall not be entitled to receive any information that would constitute Excluded Information if such
AB Whole Loan were an Excluded Controlling Class Loan. Each of the Master Servicer and the Special Servicer further acknowledges
and agrees that any AB Whole Loan Controlling Holder will have the right to exercise the rights of the Directing Certificateholder
under this Agreement to the extent provided for in, and subject to the terms of, the related Intercreditor Agreement.


 


(i)        To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section 3.25 Rating
Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions of this Agreement,
if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a


 






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condition
precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating Agency Confirmation
from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business
Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency
has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such
request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required to confirm
(through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the
applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related
Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to
the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed
not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer,
as the case may be, may then take such action if the Master Servicer or the Special Servicer, as the case may be, confirms its
original determination (made prior to making such request) that taking the action with respect to which it requested the Rating
Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master
Servicer or the Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) the
applicable replacement master servicer or special servicer has been appointed and currently serves as a master servicer or special
servicer, as applicable, on a transaction-level basis on a CMBS transaction currently rated by Moody’s that currently has
securities outstanding and for which Moody’s has not cited servicing concerns with respect to the applicable replacement
master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a commercial
mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer prior to
the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the applicable replacement master servicer
or special servicer is rated at least “CMS3” (in the case of the replacement master servicer) or “CSS3”
(in the case of the replacement special servicer), if Fitch is the non-responding Rating Agency, or (iii) KBRA has not publicly
cited servicing concerns with respect to the applicable replacement master servicer or special servicer as the sole or a material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a rating downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction and serviced
by the applicable


 






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replacement
master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist),
the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider
of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)       Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or the
Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)       For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section 3.26 The
Operating Advisor. (a) The Operating Advisor shall review (i) the actions of the Special Servicer with respect to any Specially
Serviced Loans (other than a Servicing Shift Mortgage Loan) and, if an Operating Advisor Consultation Event exists, any Major
Decisions with respect to any Non-Specially Serviced Loan (which review shall be performed in accordance with Section 3.08(a),
Section 3.08(b), Section 3.18(b), Section 3.19(d), Section 3.26 and Section 6.08), (ii) all
reports by the Special Servicer 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 each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer. The Operating Advisor shall
perform its duties hereunder in accordance with the Operating Advisor Standard. Furthermore, the Operating Advisor will have no
obligation 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.


 






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(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “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 or Final Asset Status Report), subject to any Privileged Information Exemption, law, rule, regulation, order,
judgment or decree requiring the disclosure of such Privileged Information. Subject to the terms and conditions in this Agreement
related to Privileged Information, the Operating Advisor agrees that it shall use information received from the Special Servicer
pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.


 


(c)       (i)
Based on the Operating Advisor’s review of (i) any assessment of compliance report, attestation report and other information
delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate
Administrator’s Website during the prior calendar year, (ii) prior to the occurrence and continuance of an Operating Advisor
Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset Status Report or approved or deemed approved
Major Decision Reporting Package provided to the Operating Advisor with respect to any Mortgage Loan, and (iii) after the occurrence
and continuance of an Operating Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting Package, the
Operating Advisor shall ((i) if any Mortgage Loans (other than a Servicing Shift Whole Loan) were Specially Serviced Loans at any
time during the prior calendar year and a Final Asset Status Report was delivered to the Operating Advisor or (ii) if the Operating
Advisor was entitled to consult with the Special Servicer with respect to any Major Decision) deliver to the Certificate Administrator
and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of such 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), setting 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 pursuant to this Agreement with respect to Specially Serviced Loans (and, after the occurrence and continuance of an Operating
Advisor Consultation Event, with respect to Major Decisions on Non-Specially Serviced Loans) during the prior calendar year on
a Platform-Level Basis and identifying (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 material deviations from the Special Servicer’s obligations
hereunder 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 or any Servicing Shift Mortgage Loan); provided, further,
however, that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the
special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity
through the date of such Operating Advisor Annual Report; provided, further, that the Operating Advisor shall prepare
a separate Operating Advisor Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer Loan(s)


 






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serviced by such Excluded Special Servicer. In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be
required to (i) 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
or (ii) provide or obtain a legal opinion, legal review or legal conclusion. Notwithstanding the foregoing, with respect to any
Serviced 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 until after the occurrence and during the continuance of an AB Control Appraisal
Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation,
Section 3.26(c), each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing
Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation
of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other
than with respect to any REO Property related to a Non-Serviced Mortgage Loan or a Servicing Shift Mortgage Loan) and (B) 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 Master Servicer, the Special Servicer, the Certificate
Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website
in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor
Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided, however,
that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business
Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have
no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer.


 


(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, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any
information it is provided without liability for any such reliance 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 set forth
any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject
to any liability arising from its lack of access to Privileged Information.


 


(d)       [RESERVED].


 


(e)       (i)
With respect to any Mortgage Loan or Serviced Whole Loan, and with respect to any Serviced AB Whole Loan, after the occurrence
and during the continuance of both a Control Termination Event and an AB Control Appraisal Period, after the calculation has been
finalized (and, if an Operating Advisor Consultation Event has occurred and is continuing, prior


 






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to the utilization by the Special
Servicer) of any of the calculations related to (i) Appraisal Reduction Amounts or Collateral Deficiency Amounts calculated by
the Special Servicer or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such
calculations, together with any supporting material or additional information necessary in support thereof (including such additional
information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including
any Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing
such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations
and any supporting or additional materials, recalculate and review for accuracy and consistency with this Agreement the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized
in connection with any such calculation.


 


(ii)       In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Special Servicer), Collateral Deficiency 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 the 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 either in the Master Servicer’s possession or, solely with
respect to Non-Specially Serviced Loans, 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 such parties prompt written notice of its determination.


 


(iii)       Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event (except with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class) and a related AB Control Appraisal Period.


 


(f)       Notwithstanding
the foregoing, and prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s
review will be limited to an after-the-action review of any assessment of compliance, attestation report, Major Decision Reporting
Package, Asset Status Report, Final Asset Status Report and other


 






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information delivered to the Operating Advisor by the Special
Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior
calendar year (together with any additional information and material reviewed by the Operating Advisor), and, therefore, it shall
have no involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, insurance
policies, mortgagor substitutions, lease changes, additional borrower debt, defeasances, property management changes, releases
from escrow, assumptions or other similar actions that the Special Servicer may perform under this Agreement and will have no obligations
at any time (other than in limited circumstances) with respect to any Non-Serviced Mortgage Loan. In addition, with respect to
the Operating Advisor’s review of net present value calculations, Appraisal Reduction Amounts or Collateral Deficiency Amounts
as required in Section 3.26(e) above, the Operating Advisor’s recalculation shall not take into account the reasonableness
of Special Servicer’s property and borrower performance assumptions or other similar discretionary portions of the net present
value calculation.


 


(g)       The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder
and the Risk Retention Consultation Party), other than (1) to the extent expressly required by this Agreement to the other parties
to this Agreement with a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information
Exception or (3) where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing
Standard (i) in the Operating Advisor Annual Report or (ii) 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 Control Termination Event has occurred and is continuing, the Directing
Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Mortgage Loan that
is an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) other
than pursuant to a Privileged Information Exception. In addition and 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 borrower involved in this securitization,
the knowledge of the Operating Advisor gained from performing operating advisor functions for such Other Securitizations shall
not be imputed to the Operating Advisor in the performance of its obligations hereunder. Notwithstanding the foregoing, the Operating
Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor
that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(h)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 4.07(a).


 






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(i)       As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan and each REO Loan (excluding any related Companion Loan). As to each Mortgage
Loan and each REO 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 or REO Loan (excluding any related Companion Loan),
as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO 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 deemed to be due on such REO Loan is computed.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or Section
6.04(b), such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding Certificate
Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized Losses to
such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When
the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or
the Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the Servicing Standard to collect
the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision that are consistent
with the efforts in accordance with the Servicing Standard that the Master Servicer or Special Servicer, as applicable, would use
to collect any fee owed to it (taking into account whether such fee is required to be paid by a Mortgagor under the terms of the
related Mortgage Loan documents), but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer
or Special Servicer, as the case may be, 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 in its capacity as operating advisor with
respect to: (i) any Non-Serviced Whole Loan or any related REO Property, (ii) any Serviced AB Whole Loan, prior to the occurrence
and continuance of both an AB Control Appraisal Period and a Control Termination Event or (iii) any Servicing Shift Whole Loan;
provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect
to any Non-Serviced Whole Loan.


 






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(j)       After
the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal
Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected
by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor),
(ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by
the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator
of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at
the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall promptly
provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates
in such regard. Upon the vote or written direction of Holders of Certificates evidencing at least 75% of the Voting Rights (taking
into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes
to which such Cumulative Appraisal Reduction Amounts are allocable), the Trustee shall immediately 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 prior written notice to the Operating Advisor, and the proposed successor operating advisor will
be appointed.


 


(k)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative 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. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that 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 Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible,
be required to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate
Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the
Directing Certificateholder (for so long as no Consultation Termination Event has occurred and is continuing), the Risk Retention
Consultation Party, any Companion Holder and the Certificateholders.


 






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(l)       The
Holders of Certificates representing at least 25% 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 Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)       Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, 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. If no successor operating advisor has been so appointed and
accepted the appointment within thirty (30) days after the notice of resignation, the resigning Operating Advisor may petition
any court of competent jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor.
No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed
the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall pay all costs and
expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of
its duties pursuant to this Section 3.26.


 


(o)       [RESERVED.]


 


(p)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid
Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)       The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a


 






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contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular class of Certificates or
particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within the
meaning of the Investment Advisers Act of 1940, as amended.


 


(r)       Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating
Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to
information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 


(s)       The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating Advisor, the
Depositor shall be permitted to find a replacement.


 


(t)       The
Operating Advisor may delegate its duties and obligations 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
Agreement related to the Operating Advisor’s duties and obligations; provided that no agent or subcontractor may (i)
be affiliated with a Sponsor, the Master Servicer, the 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, the Master Servicer, the 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 Operating Advisor shall remain obligated and
primarily liable for its obligations 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 Operating
Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(u)       With
respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor is


 






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entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant to
Section 3.23(m), and, with respect to any obligations of the Operating Advisor that are performed only after the occurrence
and continuance of an Operating Advisor Consultation Event, the Operating Advisor shall have no obligation to perform any such
duties until the receipt of such notice or actual knowledge of the occurrence of an Operating Advisor Consultation Event.


 


Section 3.27     Companion
Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying
Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth
in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any
Person and which on their face do not contradict the requirements of this Agreement.


 


(c)       In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to ARTICLE
VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section 3.28     Serviced
Companion Noteholder Register.


 


The Companion Paying
Agent shall maintain a register (the “Serviced Companion Noteholder Register”) with respect to each Serviced
Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Serviced Companion Noteholders
from time to time, to the extent such information is provided in writing to it by each Serviced Companion Noteholder. The initial
Serviced Companion Noteholders, along with their respective name and address, are listed on Exhibit S hereto. In the event
a Serviced Companion Noteholder transfers a Serviced Companion Loan without notice to the Companion Paying Agent, the Companion
Paying Agent shall have no liability for any misdirected payment in such Serviced Companion Loan and shall have no obligation to
recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced
Companion Noteholder upon written request and any such Person may, without further investigation,


 






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conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion
Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer under the Other Pooling and Servicing Agreement.


 


Section 3.29     Certain
Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans. (a) In the event that
any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special
Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer
is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of
the same.


 


(c)       In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)       With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such


 






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Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)       With
respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)       With
respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset
Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by
providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the
Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any
documents known to the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(h)       With
respect to any Non-Serviced Mortgage Loan, if the Master Servicer or Special Servicer shall receive any communication from the
applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any Major Decision pursuant to clause (xii)
of the definition of such term, then the Master Servicer or Special Servicer shall forward the communication to the Directing Certificateholder
(and to the Master Servicer, if the Special Servicer is forwarding such communication, and to the Special Servicer if the Master
Servicer is forwarding such communication), and the Special Servicer shall reasonably cooperate with the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be, in effecting any action by the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, in any such case subject to and consistent with the
related Intercreditor Agreement.


 


(i)       During
the period from and after a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not later than 5:00 p.m.
(New York City time) on each related Serviced Whole Loan Remittance Date the Master Servicer shall prepare (if and to the extent
necessary) and deliver or cause to be delivered in electronic format to the related other master servicer under the related Other
Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari Passu Companion Loan: (A)
to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most
recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and
Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup File (only
with respect to the first “distribution date” (or analogous term) as defined in the related Other Pooling and Servicing
Agreement), (C) the most recent CREFC® Property File and the CREFC® Comparative Financial Status
Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File pursuant
to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC®


 






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Servicer Watch List with
information that is current as of such Serviced Whole Loan Remittance Date, (E) a CREFC® Financial File, (F) a CREFC®
Loan Level Reserve/LOC Report, (G) a CREFC® Advance Recovery Report, (H) a CREFC® Total Loan Report
and (I) the CREFC® Loan Periodic Update File. Additionally, not later than 5:00 p.m. (New York City time) on each
related Serviced Whole Loan Remittance Date, the Master Servicer shall deliver or cause to be delivered in electronic format to
the related other master servicer under the related Other Pooling and Servicing Agreement any applicable CREFC®
Loan Liquidation Templates, CREFC® Loan Modification Templates and CREFC® REO Liquidation Templates
received from the Special Servicer. In no event shall any report described in this Section 3.29(i) be required to reflect
information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by
the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due. In addition,
the Master Servicer shall deliver or cause to be delivered in electronic format to the related other master servicer under the
related Other Pooling and Servicing Agreement any and all other reports required to be delivered by the Master Servicer to the
Certificate Administrator hereunder pursuant to the terms hereof to the extent related to such Serviced Pari Passu Companion Loan.


 


(j)       On
a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage
File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained
by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced
PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage
Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization
Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related
Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii)
of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the
related Servicing Shift Securitization Date.


 


Upon receipt of notice
from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the
related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the
Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection
with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related
notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly upon any change
in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together with the contact
information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced
Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section 3.30      Certain
Matters with Respect to Joint Mortgage Loans.


 






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(a)       If
a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases
the Mortgage Note(s) (as such term is defined in this Section 3.30(a)) (a “Repurchased Note”) related
to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint Mortgage
Loan does not repurchase the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the provisions
of this Section 3.30 shall apply prior to the adoption, pursuant to Section 13.01(l), of any amendment to this Agreement
that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related Mortgage
Loan Purchase Agreement that the terms set forth in this Section 3.30 with respect to the servicing and administration of
such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased
from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan is included in the Trust until such time
as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section
3.30, Section 13.01(l) and Section 13.08(a) only, “Mortgage Note” shall mean with respect to any
Joint Mortgage Loan, each original promissory note that collectively represents the Mortgage Note (as defined in Article I)
with respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes. With respect to any
Joint Mortgage Loan that is part of a Whole Loan, clauses (b)–(j) below shall not apply, and the terms of the
related Intercreditor Agreement shall continue to govern the relationship between the related Mortgage Notes as if each related
Repurchased Note were a Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan, as applicable. With respect
to any other Joint Mortgage Loan, clauses (b)–(j) below shall apply to such Joint Mortgage Loan.


 


(b)       Custody
of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held exclusively
by the Custodian as provided under this Agreement or, with respect to a Non-Serviced Mortgage Loan, the Non-Serviced Custodian
as provided under the related Non-Serviced PSA, except that the Repurchasing Mortgage Loan Seller shall hold and retain title to
its original Repurchased Note(s) and any related endorsements thereof.


 


(i)       All
of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority with each other, and no portion of any
Mortgage Note shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments
from the related Mortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect to each
Mortgage Note shall be collected as provided in this Agreement by the Master Servicer and shall be applied upon receipt by such
Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest,
subject to Section 3.30(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall
be held in trust for the benefit of the applicable Repurchasing Mortgage Loan Seller and remitted (net of its pro rata share
of amounts payable at the Administrative Cost Rate and any other amounts due to the Master Servicer or the Special Servicer) to
the applicable Repurchasing Mortgage Loan Seller or its designee by the Master Servicer on each Distribution Date pursuant to instructions
provided by the applicable Repurchasing Mortgage Loan Seller and deposited and applied in accordance with this Agreement, subject
to Section 3.30(b)(ii). If any Joint Mortgage Loan to which this Section 3.30


 






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applies becomes an REO Loan, payments
or any other amounts received with respect to any such Joint Mortgage Loan shall be collected and shall be applied upon receipt
by the Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest,
subject to Section 3.30(b)(ii). Any Appraisal Reduction Amounts calculated with respect to any Joint Mortgage Loan subject
to this Section 3.30 shall be allocated to each related Mortgage Note pro rata based upon the respective unpaid principal
balances thereof.


 


(ii)       If
the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due
under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from
such Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and
shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable
Advances, interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related
to the applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the
respective unpaid principal balances thereof. In no event shall any costs, expenses, fees or any other amounts related to any Mortgage
Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from payments or any other amounts received
with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage Loan Seller.


 


(iii)       A
Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies shall be serviced for
the benefit of the applicable Repurchasing Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions
of this Agreement in accordance with the Servicing Standard and in accordance with the provisions herein as if (A) such Joint Mortgage
Loan were a Serviced Whole Loan, (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage Loan
and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related Repurchased
Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate the Master
Servicer, the Special Servicer or the Operating Advisor as servicer, special servicer or operating advisor, respectively, of the
related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master Servicer
or the Special Servicer, as applicable, on behalf of the Trust to the extent of its interest therein and the applicable Repurchasing
Mortgage Loan Seller in accordance with this Agreement.


 


(iv)       With
respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the related
Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder on a pari
passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable Mortgage
Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory notes comprising
Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer, the Special Servicer
and


 






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the Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each such Repurchased Note
were a Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer,
the Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect to any Repurchased
Note or, if no related Mortgage Note is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as
otherwise specified herein, the Master Servicer and the Special Servicer shall have no reporting requirement with respect to any
Repurchased Note other than to deliver to the related Repurchasing Mortgage Loan Seller any document as is required to be delivered
to a holder of a Serviced Pari Passu Companion Loan hereunder.


 


(c)       If
any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.30 applies is a Specially Serviced
Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall
cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller
in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout
Fee or Liquidation Fee payable to such Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion
Loan.


 


(d)       If
(A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief
or expectation that a related payment has been made or will be received or collected in connection with any or all of the applicable
Mortgage Notes and (B) such related payment is not received or collected by such Master Servicer, then the applicable Repurchasing
Mortgage Loan Seller shall promptly on demand by such Master Servicer return such amount to such Master Servicer. If such Master
Servicer determines at any time that any amount received or collected by such Master Servicer in respect of any Joint Mortgage
Loan to which this Section 3.30 applies must be returned to the related Mortgagor or paid to any other person or entity
pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, such Master Servicer shall
not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing Mortgage
Loan Seller shall promptly on demand by such Master Servicer repay (which obligation shall survive the termination of this Agreement)
any portion thereof that such Master Servicer shall have distributed to such Repurchasing Mortgage Loan Seller, together with interest
thereon at such rate, if any, as such Master Servicer may pay to the related Mortgagor or such other person or entity with respect
thereto.


 


(e)       With
respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, subject
to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder and any
consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders
of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions
and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided
hereunder. Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable,
may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on,
permit the


 






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release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor on or any
guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.30, without
the consent of the related Repurchasing Mortgage Loan Seller, subject, however, to the terms of this Agreement as they pertain
to a Serviced Pari Passu Companion Loan.


 


(f)       In
taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject
to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans that are not Non-Serviced
Mortgage Loans and to which this Section 3.30 applies as is consistent with this Agreement and shall be liable to any Repurchasing
Mortgage Loan Seller only to the same extent as set forth herein with respect to any holder of a Serviced Pari Passu Companion
Loan.


 


(g)       If
the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which
would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable
Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage
Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding
the foregoing, the applicable Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer
or the Special Servicer (and amounts due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances
or interest thereon or any amounts related to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating
to the applicable Repurchased Note. To the extent that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable
Advances and such amounts are subsequently recovered, the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement
from such recovery based on its Mortgage Loan Seller Percentage Interest of such recovery. This reimbursement right shall not limit
the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement under this Agreement.
Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall
not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


 


(h)       Each
Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that, with respect
to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the assignee of
the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)       With
respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the Master
Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise
efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller as a
holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements
and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document related to
the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers,
amendments or consents to or with respect


 






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to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction
or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased
Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms of this
Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished, to the Master Servicer and the Special
Servicer any powers of attorney or other documents necessary or appropriate to enable such Master Servicer or such Special Servicer,
as the case may be, to carry out its servicing and administrative duties under this Agreement related to the applicable Joint Mortgage
Loan; provided, that such Repurchasing Mortgage Loan Seller shall not be liable, and shall be indemnified by the Master
Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by
such Master Servicer or such Special Servicer, as the case may be; provided, further, that the Master Servicer or
the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any action
in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any action with the
intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any state.


 


(j)       Pursuant
to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver to the
Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note,
any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure
or trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or
rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related
Repurchased Note.


 


Section 3.31      Resignation
Upon Prohibited Risk Retention Affiliation. Under the Risk Retention Rule, any Subsequent 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 under the Risk Retention Rule,
upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator
or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee,
as applicable, is or has become a Risk Retention Affiliate of a Subsequent Third Party Purchaser (an “Impermissible TPP
Affiliate”), (ii) the Master Servicer, the Certificate Administrator or the Trustee receiving written notice by any
other party to this Agreement, the Subsequent Third Party Purchaser, the Sponsor or any Underwriter or Initial Purchaser that
the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate,
or (iii) an officer or manager of the Operating Advisor or the Asset Representations Reviewer that is responsible for performing
the duties of the Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has become
a Risk Retention Affiliate of or Risk Retention Affiliated with such Subsequent Third Party Purchaser or any other party to this
Agreement (an “Impermissible Operating Advisor Affiliate” or “Impermissible Asset Representations
Reviewer Affiliate”, respectively; and either of an Impermissible TPP Affiliate, an Impermissible Operating Advisor
Affiliate or an Impermissible Asset Representations Reviewer Affiliate being an “Impermissible Risk Retention Affiliate”),
then in each such case the Impermissible Risk Retention Affiliate shall promptly notify the


 






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Retaining
Sponsor and the other parties to this Agreement and resign in accordance with Section 3.26, Section 6.05, Section 7.03, Section
8.07 or Section 12.03, as applicable. The resigning Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket
costs and expenses of each other party to this Agreement, the Trust and each Rating Agency in connection with such resignation
as and to the extent required under this Agreement; provided, however, that if the affiliation causing an Impermissible Risk Retention
Affiliate is the result of a Subsequent 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 Trust.


 


Section 3.32      Litigation
Control.


 


(a)       With
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced Companion Loan or any related REO Loan or
related REO Property, the Special Servicer shall, in accordance with the Servicing Standard, direct, manage, prosecute and/or defend
any action brought by a Mortgagor, guarantor, or other obligor on the related Note or any Affiliates thereof (each a “Borrower-Related
Party”) against the Trust, the Master Servicer and/or the Special Servicer or any predecessor master servicer or special
servicer, and represent the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of
the Mortgagor or other Borrower-Related Party under the related Mortgage Loan documents, or with respect to the related Mortgaged
Property or other collateral securing such Mortgage Loan (or Serviced Whole Loan), or otherwise with respect to the enforcement
of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Trust-Related Litigation”).
In the event that the Master Servicer is named in any Trust-Related Litigation but the Special Servicer is not named in such Trust-Related
Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), the Master Servicer shall notify the Special
Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer
receiving service of such Trust-Related Litigation. The Operating Advisor shall not be required to review the actions of the Special
Servicer with respect to Trust Related Litigation unless such review is otherwise related to the performance of the Operating Advisor’s
duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report.


 


(b)       To
the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special Servicer is named,
in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding Section 3.32(a), the
Master Servicer shall (i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii)
seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer
remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions
related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel;
provided that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master
Servicer to the extent set forth in Section 3.32(e); and provided, however, that if there are claims against
the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel
shall be reasonably acceptable to the Master Servicer.


 






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(c)       The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust-Related
Litigation or (ii) initiate any material Trust-Related Litigation unless and until (A) it has notified in writing the Directing
Certificateholder (only if the related Mortgage Loan is not an Excluded Loan as to such party and prior to the occurrence and continuance
of a Consultation Termination Event) (to the extent the identity of the Directing Certificateholder is actually known to the Special
Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity
of the Directing Certificateholder) and the related holder of any Serviced Companion Loan (if such matter affects such related
Serviced Companion Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known to the Special
Servicer), and (B) the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class and prior to the occurrence and continuation
of a Control Termination Event) has not objected in writing within five (5) Business Days of having been notified thereof and having
been provided with all information that the Directing Certificateholder has reasonably requested with respect thereto promptly
following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received
by the Special Servicer within such five (5) Business Day period, then the Directing Certificateholder shall be deemed to have
approved the taking of such action); provided that, if the Special Servicer determines (consistent with the Servicing Standard)
that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Whole Loan,
the related Companion Holders, the Special Servicer may take such action without waiting for the Directing Certificateholder’s
response.


 


(d)       Notwithstanding
the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation provided
by the Directing Certificateholder or the Risk Retention Consultation Party (or any other party to this Agreement) that would require
or cause the Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing
Standard, require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement,
require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced
Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any
claim, suit or liability, cause any Trust REMIC to fail to qualify as a REMIC, or any Grantor Trust created hereunder to fail to
qualify as a grantor trust for federal income tax purposes or result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s
or the Master Servicer’s, as the case may be, responsibilities under this Agreement.


 


(e)       Notwithstanding
the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights
of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32, the Master Servicer shall retain
the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage
separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s reasonable discretion, the cost
of which shall be subject to indemnification as and to the extent provided in this Agreement.


 






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(f)       Further,
nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer’s
good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject the Master Servicer to
liability or materially expand the scope of the Master Servicer’s obligations under this Agreement.


 


(g)       Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall
have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims asserted
against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation)
(and with respect to any material settlements, with the consent of or in consultation with the Directing Certificateholder prior
to the occurrence and continuance of a Control Termination Event or the occurrence and continuance of a Consultation Termination
Event, respectively (in each case, other than a Mortgage Loan that is an Excluded Loan as to such party)) and (ii) otherwise reasonably
direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special
Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other
direction does not require any admission of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement
or any resulting judgment is and shall be paid by the Trust and payment of such cost or judgment is provided for in this Agreement,
(C) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses
of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action
taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance
with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to
the Master Servicer as to the items in clauses (A), (B) and (C).


 


(h)       In
the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master Servicer
and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded
to such party in this Section 3.32.


 


This Section 3.32
shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority
and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust in
accordance with the Servicing Standard.


 


Notwithstanding the foregoing,
(i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event
that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master
Servicer or the Special Servicer, as the case may be, may retain counsel and appear in any such proceeding on its own behalf in
order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii)
in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the
enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise
relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without
the prior written


 






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consent of the Trustee, (A) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether
in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government
filings, forms, permits, registrations or other documents or take any other similar actions with the intent to cause, and that
actually causes, the Trustee to be registered to do business in any state (provided that neither the Master Servicer nor
the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee to grant such consent); and (iii)
in the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding
relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear
in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or individually (but
not to otherwise direct, manage or prosecute such litigation or claim); provided, however, that nothing in this Section 3.32(h)
shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation, with the consent
or consultation of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event or the
occurrence and continuance of a Consultation Termination Event, respectively, to the extent required in Section 3.32(b)
and only to the extent such Mortgage Loan is not an Excluded Loan as to such party) from initiating any action, suit, litigation
or proceeding in its name as representative of the Trustee of the Trust.


 


Notwithstanding the foregoing
or anything to the contrary in this Section 3.32, this Section 3.32 shall not apply to any Trust-Related Litigation
and shall have no force and effect with respect thereto, in the event that either (i) at the time such Trust-Related Litigation
is commenced or at any time during the continuance of such Trust-Related Litigation, Rialto Capital Advisors, LLC (or any Affiliate
or successor in interest) is no longer the Special Servicer with respect to the related Mortgage Loan or related Whole Loan or
has received notice of its replacement as Special Servicer with respect to the related Mortgage Loan or related Whole Loan whether
or not such replacement is effective or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, or any
of their respective affiliates is an adverse party (with respect to the Trust or the Special Servicer) to such Trust Related Litigation
or holds any interest which is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Whole Loan
(or any portion thereof) or the related Mortgaged Property to which Trust Related Litigation relates, unless otherwise agreed to
in writing by each of the Depositor, Mortgage Loan Seller, Initial Purchaser, or affiliate that is such a party or holds such interest.
In each case under clauses (i) and (ii) above, the applicable party listed above shall use reasonable efforts to provide notice
of such occurrence to the Master Servicer and the Special Servicer pursuant to this Agreement. For the avoidance of doubt, the
rights and obligations of the Master Servicer and the Special Servicer relating to any Trust-Related Litigation shall be limited
solely to the representation of the Trust and itself, separate and apart from the interests of any other party thereto. For the
further avoidance of doubt, in such circumstance described in this paragraph, the rights and obligations of the Master Servicer
and the Special Servicer relating to litigation shall be as otherwise set forth with respect to servicing in this Agreement.


 


Section 3.33      Delivery
of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the Special
Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable
to the parties) in one or more separate files


 






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labeled “Excluded Information”
followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information
that is not appropriately labeled and delivered in accordance with this Section 3.33 shall not be separately posted as Excluded
Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate
Administrator pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s Website under the “Excluded
Information” section, as provided under Section 3.13. When so posted, the Excluded Controlling Class Holders shall
be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer
or the Operating Advisor shall have any obligations to separately label and deliver any Excluded Information in accordance with
this Section 3.33 until such party has received written notice with respect to the related Excluded Controlling Class Loan
in the form of Exhibit P-1E to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder
or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not
a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s Website, the Directing
Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling
Class Loan shall be permitted to reasonably request to obtain such information in accordance with Section 4.02(f) of this
Agreement, and each of the Master Servicer and the Special Servicer may require and rely on such certifications and other reasonable
information prior to releasing such information.


 


[End of Article III]


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.


 


(a)       On
each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall be
deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution
Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests,
and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order
of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect
to any succeeding priority:


 


(i)       first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates, the Class X-F Certificates
and the Class X-G Certificates pro rata (based


 






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upon their respective entitlements to interest for such Distribution Date),
in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates
for such Distribution Date;


 


(ii)       second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates
and the Class A-4 Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first,
to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate
Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date;
(2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in sub-clause (1) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the Holders of
the Class A-2 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in sub-clauses (1) and (2) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses
(1), (2) and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of
the Class A-3 Certificates has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates in an amount
up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1),
(2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balance
of the Class A-4 Certificates has been reduced to zero; and (6) sixth, to the Holders of the Class A-SB Certificates, in
an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses
(1), (2), (3), (4) and (5) above have been made on such Distribution Date), until the outstanding
Certificate Balances of the Class A-SB Certificates, without regard to the Class A-SB Planned Principal Balance, has been reduced
to zero; and (II) on or after the Cross-Over Date, to the Class A-1 Certificates, Class A-2 Certificates, Class A-SB Certificates,
Class A-3 Certificates and Class A-4 Certificates, pro rata (based on their respective Certificate Balances) up to an amount
equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1 Certificates,
Class A-2 Certificates, Class A-SB Certificates, Class A-3 Certificates and Class A-4 Certificates is reduced to zero;


 


(iii)       third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates
and the Class A-4 Certificates, first (1) up to an amount equal to, and pro rata based upon, the aggregate unreimbursed
Realized Losses previously allocated to each such Class, then (2) up to an amount equal to all accrued and unpaid interest
on the amount set forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 






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(iv)       fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(v)       fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-SB Certificates, Class A-3 Certificates
and Class A-4 Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate
Balance thereof, up to an amount equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder),
until the outstanding Certificate Balance of the Class A-S Certificates has been reduced to zero;


 


(vi)       sixth,
to the Holders of the Class A-S Certificates, first (1) up to an amount equal to the aggregate unreimbursed Realized Losses
previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(vii)       seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(viii)     eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (reduced by any prior
distributions thereof hereunder), until the outstanding Certificate Balance of the Class B Certificates has been reduced to zero;


 


(ix)       ninth,
to the Holders of the Class B Certificates, first (1) up to an amount equal to the aggregate unreimbursed Realized Losses
previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


  


(x)       tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xi)       eleventh,
after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced to zero, to the Holders
of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of the Class C Certificates
has been reduced to zero;


 


(xii)      twelfth,
to the Holders of the Class C Certificates, first (1) up to an amount equal to the aggregate unreimbursed Realized Losses
previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on the amount set
forth


 






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in clause
(1) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such
Class until the date such Realized Loss is reimbursed;


 


(xiii)     thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xiv)      fourteenth,
after the Certificate Balances of the Class A Certificates, the Class B Certificates and the Class C Certificates have been reduced
to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to
the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance
of the Class D Certificates has been reduced to zero;


 


(xv)       fifteenth,
to the Holders of the Class D Certificates, first (1) up to an amount equal to the aggregate unreimbursed Realized Losses
previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(xvi)     sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xvii)    seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, up to an
amount equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding
Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)   eighteenth,
to the Holders of the Class E Certificates, first (1) up to an amount equal to the aggregate unreimbursed Realized Losses
previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(xix)      nineteenth,
to the Holders of the Class F Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xx)       twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount


 






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(reduced by any prior distributions thereof hereunder), until
the outstanding Certificate Balance of the Class F Certificates has been reduced to zero;


 


(xxi)      twenty-first,
to the Holders of the Class F Certificates, first (1) up to an amount equal to the aggregate unreimbursed Realized Losses
previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(xxii)     twenty-second,
to the Holders of the Class G Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xxiii)    twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class
E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates, in reduction of
the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (reduced by any prior distributions
thereof hereunder), until the outstanding Certificate Balance of the Class G Certificates has been reduced to zero;


 


(xxiv)    twenty-fourth,
to the Holders of the Class G Certificates, first (1) up to an amount equal to the aggregate unreimbursed Realized Losses
previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(xxv)     twenty-fifth,
to the Holders of the Class NR-RR Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)       twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class
E Certificates, Class F Certificates and Class G Certificates have been reduced to zero, to the Holders of the Class NR-RR Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (reduced by any prior
distributions thereof hereunder), until the outstanding Certificate Balance of the Class NR-RR Certificates has been reduced to
zero;


 


(xxvii)       twenty-seventh,
to the Holders of the Class NR-RR Certificates, first (1) up to an amount equal to the aggregate unreimbursed Realized Losses
previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed; and


 






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(xxviii)       twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the
Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable
efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer,
the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making
of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)       [RESERVED].


 


(c)       On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to
the Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(d), 4.01(f) and 4.01(i)
such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate
Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive
distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of its Related Certificates
plus (A) a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2,
Class LASB, Class LA3 and Class LA4 Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class LAS, Class
LB and Class LC Uncertificated Interests, the Class X-B Certificates, (iii) in the case of the Class LD and Class LE Uncertificated
Interests, the Class X-D Certificates, (iv) in the case of the Class LF Uncertificated Interest, the Class X-F Certificates, and
(v) in the case of the Class LG Uncertificated Interest, the Class X-G Certificates, in each case, computed based on an interest
rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a
notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as
provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to herein collectively as the
“Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier
Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution
Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial principal
balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The Pass-Through Rate
with respect to each Lower-Tier Regular Interest for any Distribution Date shall be the Weighted Average Net Mortgage Rate for
such Distribution Date.


 






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Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed to
the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for
such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)       For
so long as the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any
further distributions in respect of interest or principal other than reimbursement of Realized Losses (with interest as provided
herein) and other amounts provided for in this Section 4.01.


 


(e)       Funds
on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges
received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of any
Liquidation Fees or Workout Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment
Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium in the following
manner: (i) to each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D and Class
E Certificates, the product of (A) such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest Fraction
for such Class of Certificates, and (C) a fraction, the numerator of which is equal to the amount of principal distributed to such
Class of Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to
such Classes of Principal Balance Certificates for that Distribution Date, (ii) to the Class X-A Certificates, the excess, if any,
of (A) the product of (I) such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal
to the amount of principal distributed to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates for that Distribution
Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-SB, Class
A-3, Class A-4, Class A-S, Class B, Class C, Class D and Class E Certificates for that Distribution Date, over (B) the amount of
such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4
Certificates as described above, and (iii) to the Class X-B Certificates, any remaining portion of such Yield Maintenance Charge
or Prepayment Premium.


 


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any Principal Prepayment
of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to any
Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater of (x) zero and (y) the
difference between (i) the Pass-Through Rate on such Class for the related Distribution Date, and (ii) the applicable Discount
Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage Loan and (ii) the applicable
Discount Rate; provided that: (a) under no circumstances will the Base Interest Fraction be greater than 1.0; (b) if the
applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is greater than or equal to the
Pass-Through


 






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Rate on such Class for the related Distribution Date, then the Base Interest Fraction will equal zero; and (c) if
the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through
Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan
provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination of the Base Interest Fraction will
be the Mortgage Rate in effect at the time of the prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge collected
on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum equal to (i)
if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the
terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the Master Servicer), converted
(if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment
Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield
calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury
Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week
most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with
a maturity date, one longer and one shorter, most nearly approximating the related stated maturity date (in the case of a Mortgage
Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan
or REO Loan that is related to an ARD Loan)), such interpolated yield converted to a monthly equivalent yield. If Federal Reserve
Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable publication as the
source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Class X-D, Class X-F, Class X-G, Class F, Class G, Class NR-RR, Class
Z or Class R Certificates. After the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero, all Yield Maintenance Charges and Prepayment
Premiums with respect to the Mortgage Loans shall be distributed to the Class X-B Certificates.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect
of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)       On
each Distribution Date, the Certificate Administrator shall determine in accordance with the definition of Gain-on-Sale Entitlement
Amounts if there will be any shortfalls in interest or principal to any Class of Regular Certificates that would occur on such
Distribution Date without the inclusion of the Gain-on-Sale Remittance Amount in the definition of “Available Funds”
and shall remit the lesser of the Gain-on-Sale Entitlement Amount and all


 






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amounts on deposit in the Gain-on-Sale Reserve Account
to the Collection Account to be included as part of the Available Funds for such Distribution Date. Any amounts remaining in the
Gain-on-Sale Reserve Account after such distributions shall be applied to offset future shortfalls and Realized Losses, including
interest thereon, with respect to the Principal Balance Certificates and related Realized Losses in each case allocable to the
Regular Certificates on subsequent Distribution Dates. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale
Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class
LR Interest.


 


(g)       All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with
wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)       Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect
to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses previously
allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no later
than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section
3.13(b) a notice in electronic format to the effect that:


 


(i)       the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution
Date but only


 






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upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location
therein specified; and


 


(ii)       no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one (1) year after the second notice all
such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates
as it shall deem appropriate, such to applicable law with respect to escheatment of funds. The costs and expenses of holding such
funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)       Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a), or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise entitled
to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions
in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the
prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the
address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall
be made in accordance with Section 13.05 at such last address. The amount of the distribution to each such prior Holder
shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to
any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit
of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by
Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)       On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to any ARD Loans shall be
distributed to the Holders of the Excess Interest Certificates from the Excess Interest Distribution Account. Excess Interest will
not be available to pay any other amounts except for distributions on Excess Interest Certificates.


 






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(k)       On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)       to
pay to the Master Servicer for deposit into the Collection Account any amounts deposited by the Master Servicer in the Companion
Distribution Account not required to be deposited therein;


 


(ii)       to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor
Agreement;


 


(iii)       to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)       to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date required
by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor appearing
on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information relating
thereto is not provided at least five (5) Business Days prior to the related Record Date, by check sent by first class mail to
the address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account shall
be located at a commercial bank in the United States.


 


On the final Remittance
Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


 


Section 4.02      Distribution
Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On each Distribution
Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s
Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in part
upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in
accordance with CREFC® guidelines) as to the


 






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distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 


(i)       the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)      the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)      the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations Reviewer
and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with respect
to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid to the
Master Servicer and the Special Servicer;


 


(iv)      the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)       the
aggregate amount of unscheduled payments received;


 


(vi)      the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)     the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related
Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)    the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)      the
Available Funds for such Distribution Date;


 


(x)       the
Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall, in respect of such Class of Certificates for such
Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount, or Interest Shortfall, as
applicable, for such Distribution Date allocated to such Class of Certificates;


 






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(xi)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges, (B) in the case of the Class Z Certificates, the Excess Interest and (C) Prepayment Premiums;


 


(xii)      the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)    the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)    the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;


 


(xv)     the
Certificate Factor for each Class of Certificates (other than the Class Z and Class R Certificates) immediately following such
Distribution Date;


 


(xvi)    the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis;


 


(xvii)   the
current Controlling Class;


 


(xviii)  the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)     a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)      a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)     all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)    in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(f);


 


(xxiii)    the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses;


 






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(xxiv)    the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


(xxv)     with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized
Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)    with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of
any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with that determination;


 


(xxvii)   the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)  [RESERVED];


 


(xxix)      the
then-current credit support levels for each Class of Certificates;


 


(xxx)      the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)     a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)     a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)   an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which information
will be provided to the Certificate Administrator by the Master Servicer;


 


(xxxiv)   the
amount of any Excess Interest actually received; and


 






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(xxxv)       [RESERVED].


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv) and
(xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s website.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x)
above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder
or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are
in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which
such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s
Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)       [RESERVED].


 


(c)       Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Master Servicer or the
Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality agreement
in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent such action does
not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information confidential),
the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information or reports
on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this Agreement
except as set forth herein. In connection with providing access to the Master Servicer’s Internet website, the Master Servicer
shall take reasonable measures to ensure that only such parties listed above may access such information


 






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including, without limitation,
requiring registration, a confidentiality agreement and acceptance of a disclaimer. Neither the Master Servicer nor the Special
Servicer, as the case may be, shall be liable for dissemination of this information in accordance with this Agreement, and neither
the Master Servicer nor the Special Servicer shall be responsible for any information delivered, produced, or made available pursuant
to Section 3.13 and Section 4.02(a), other than information produced by the Master Servicer or the Special Servicer,
as applicable; provided that such information otherwise meets the requirements set forth herein with respect to the form
and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant to
this Section 4.02(c), any reasonable disclaimer with respect to information provided, or any assumptions required to be
made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section
4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section
4.02(d) to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of
the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master
Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).


 


(d)       Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including


 






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any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)       The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)       Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is an
Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special
Servicer shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class
Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website
but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate
Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable,
is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling
Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, 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 Certificateholder 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 Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification
substantially in the form of Exhibit P-1B that the Directing Certificateholder or Controlling Class Certificateholder is
not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer
referenced in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded
Special Servicer Loan(s).


 


Section 4.03     P&I
Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master Servicer shall (i)
remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution Account, an amount
equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to be made in respect of the related
Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make P&I Advances or (iii) make P&I Advances in the form of any


 






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combination of (i) and (ii) aggregating the total amount of
P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so used to make P&I Advances
shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection
Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late
Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made). The Master Servicer
shall notify 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 two (2) Business Days prior to such Distribution
Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance
Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution
Date, unless the Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the
Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that the Master Servicer
fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances
by 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I
Advance equal to the CREFC® Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator
for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC®
on such Distribution Date.


 


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, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement
written notice 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.


 


If the Master Servicer
or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related Non-Serviced
Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2) Business Days of making
such P&I Advance.


 


(b)       Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate)
other than Balloon Payments, that were due on the Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other
than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received as of the
close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf
of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of the P&I
Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related
Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to Section 4.03(c)
below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage


 






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Loan
(including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan), shall
continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the disposition
of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall be made with respect
to any Companion Loan.


 


(c)       Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the Master Servicer, the Special Servicer
or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage Loan is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Serviced
Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee, as the case may be, under
the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan. If the Master Servicer,
the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Serviced Mortgage Loan, if made,
or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously made, would be, or is, as applicable, a
Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written
notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Other Servicer, as the case may be, that an Other Servicer or the Other Trustee has determined, in accordance
with the applicable Other Pooling and Servicing Agreement with respect to a Serviced Companion Loan, that any proposed advance
under the applicable Other Pooling and Servicing Agreement that is similar to a P&I Advance would be, or any outstanding advance
under such Other Pooling and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then the Master
Servicer, the Special Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously
made or proposed to be made with respect to the related Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter,
in either case, the Master Servicer and the Trustee shall not be required to make any additional P&I Advances with respect
to the related Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that
any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance,
which determination may be as a result of consultation with the related Other Servicer, as the case may be, or otherwise. For the
avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion
provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


 


With respect to each
Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination (based on information
provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I Advance that has been
made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute
a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination made by the applicable
Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee, as the case may be, under
the applicable Non-Serviced


 






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PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer, the Special Servicer
or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable Non-Serviced Master
Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of such
determination. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as the case may be, that either has determined, or the Non-Serviced Trustee has determined, in accordance with
the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced
PSA that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a
P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such
determination, determine that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced
Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not
be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the
Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation
with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For
the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion
provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


 


(d)       In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the related Periodic
Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related
Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer
shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17
of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection Account.


 


(e)       Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges,
Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect to any
Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case
of a Non-Serviced Whole Loan,


 






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an “appraisal reduction amount” (or similar item) has been made in accordance with the
related Non-Serviced PSA and the Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent
delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution
Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance)
to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution
Date without regard to this clause 4.03(e)(ii), and (y) a fraction, expressed as a percentage, the numerator of which is
equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal
Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related
Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately
prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date
for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


Section 4.04     Allocation
of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such date pursuant
to Section 4.01, the Certificate Administrator shall calculate the Realized Loss for such Distribution Date. Any allocation
of Realized Losses to a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount
so allocated. Any Realized Losses so allocated to a Class of Regular Certificates 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. 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 applicable Class of Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal
Balance Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on
the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal
Balance Certificates that previously were allocated Realized Losses, in sequential order according to the priority of payments
for the Principal Balance Certificates (and in the case of the Principal Balance Certificates that are Senior Certificates, on
a pro rata basis according to the amount of unreimbursed Realized Losses on such Classes), in each case up to the amount
of the unreimbursed Realized Losses allocated to such Class of Principal Balance Certificates.


 


(b)       (i)
On each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.
Any such write-off shall be allocated in Reverse Sequential Order.


 


(ii)       [RESERVED].


 


(c)       With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b) with


 






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respect to such Distribution Date shall reduce the Lower-Tier Principal Amount of the
Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05     Appraisal
Reduction Amounts; Collateral Deficiency Amounts. (a) Appraisal Reduction Amounts and Cumulative Appraisal Reduction
Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to each
Class of Principal Balance Certificates solely to the extent of the related Appraisal Reduction Amount and Cumulative Appraisal
Reduction Amount, respectively, in Reverse Sequential Order to notionally reduce the related Certificate Balances until the Certificate
Balance of each such Class is reduced to zero.


 


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 obtain 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 in its possession 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. Upon reasonable prior written request, the Master Servicer shall provide
the Special Servicer with information in its possession that is reasonably required to calculate or recalculate any Collateral
Deficiency Amount. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify any Collateral
Deficiency Amount.


 


For purposes of determining
the Controlling Class, the occurrence and continuance of a Control Termination Event and the occurrence and continuance of an Operating
Advisor Consultation Event has occurred and is continuing, Collateral Deficiency Amounts allocated to an AB Modified Loan will
be allocated to the Control Eligible Certificates until such Class of Control Eligible Certificates is reduced to zero. For the
avoidance of doubt, for purposes of determining the status of the Controlling Class or the occurrence of a Control Termination
Event or Operating Advisor Consultation Event, the Class of Control Eligible Certificates shall be allocated both applicable Appraisal
Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal
Reduction Amount), in accordance with this Section 4.05(a), but only to the extent of the Appraisal Reduction Amounts and
Cumulative Appraisal Reduction Amounts.


 






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With respect to (i) any
Appraisal Reduction Amount calculated for the purposes of determining the Voting Rights of the related Classes for purposes of
removal of the Special Servicer or Operating Advisor and (ii) any Appraisal Reduction Amount or Collateral Deficiency Amount calculated
for purposes of determining the Controlling Class or the occurrence of a Control Termination Event, the appraised value of the
related Mortgaged Property shall be determined on an “as is” basis.


 


The Special Servicer
shall promptly notify the Master Servicer and the Certificate Administrator, to the extent it receives such information, of the
amount of any Appraisal Reduction Amount, any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount
allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which notification shall be satisfied through delivery
of such Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction Amount Template included in the
CREFC® Investor Reporting Package with respect to the Collateral Deficiency Amount and the Cumulative Appraisal Reduction Amount)
and the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or
Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s Website. 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 and the identity of the Controlling Class as set forth in Section 3.23(m) (the cost
of obtaining such information from the Depository being an expense of the Trust).


 


(b)       (i)
The Holders of the majority of Voting Rights of the Class of Control Eligible Certificates if determined at any time of determination
to no longer be the Controlling Class because it has been reduced to less than 25% of the Original Certificate Balance (any such
Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction Amount or Collateral Deficiency Amount
(as applicable) in respect of such Class shall have the right and, with respect to a Serviced Whole Loan, the Other Special Servicer
or Other Master Servicer shall have the right upon the request of similarly situated holders of certificates in the related Other
Securitization (such holders an “Other Appraised-Out Class”), at such Appraised-Out Class’s or such Other
Appraised-Out Class’s, as applicable, sole expense, to require the Special Servicer to order (or, with respect to a Non-Serviced
Mortgage Loan, require the Master Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal with
respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there
exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). With respect to any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Special Servicer shall use its reasonable efforts to cause such Appraisal to
be (i) delivered within thirty (30) days from receipt of the Requesting Holders’ written request and (ii) prepared on an
“as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided
the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal).
With respect to any such Non-Serviced Mortgage Loan, the Master Servicer shall use commercially reasonable efforts to obtain such
second appraisal from the applicable Non-Serviced Special Servicer and to forward such second appraisal to the Special Servicer.


 






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(ii)       Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount is warranted, and if so warranted, the Special Servicer shall recalculate the
Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental Appraisal and any information
received from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling
Class and the Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent
required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of
any Appraised-Out Class shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling
Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special
Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which
either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount
is warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable,
based on the supplemental Appraisal, the “Appraisal Review Period”).


 


(c)       With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking
into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special
Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction Event, and
(2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer
of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the
cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance,
an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal
or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall
deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior
to the occurrence and continuance of any Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that
is an Excluded Loan as to such party) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any
Appraisal obtained in accordance with Section 4.05(b) above), and receipt of information reasonably requested by the Special
Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount that is either in the Master Servicer’s
possession or, solely with respect to Non-Specially Serviced Loans, reasonably obtainable by the Master Servicer, the Special Servicer
shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee, the
Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with
respect to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Certificateholder, the amount and calculation
or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion
Loan or Serviced Whole


 






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Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction
Template format; provided, however, that the Special Servicer shall not be liable for failure to comply with such
duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special Servicer
to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Following the
Master Servicer’s receipt from the Special Servicer of the calculation of the Appraisal Reduction Amounts, the Master Servicer
shall provide such information to the Certificate Administrator in the form of the CREFC® Loan Periodic Update File
and the CREFC® Appraisal Reduction Template provided to it by the Special Servicer or such other report or reports
mutually agreed upon between the Master Servicer and the Certificate Administrator, and the Certificate Administrator will calculate
the Appraisal Reduction Amount and the Cumulative Appraisal Reduction Amount. Such report of the Appraisal Reduction Amount shall
also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to
the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer and Other Trustee
of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced
Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the
Special Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal
Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence
and continuance of a Consultation Termination Event (and unless the related Mortgage Loan is an Excluded Loan as to such party),
the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment
in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to
Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable,
with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred
to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of
this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior
to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as
applicable, in calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced
Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having
occurred and affecting the validity of such Appraisal or valuation.


 


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine,
calculate, redetermine or recalculate any Appraisal Reduction Amount or any Collateral Deficiency Amount, using reasonable efforts
to deliver such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor;
provided that 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. The Master Servicer shall not calculate Appraisal Reduction Amounts.


 






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(d)       Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction
Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under
and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)       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 Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related Serviced AB
Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu
Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced
Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section 4.06      Grantor
Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust, shall constitute,
and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor trust” under
subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention.
In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power to vary the investment
of the Holders of the Class Z Certificates so as to improve their rate of return. The Certificate Administrator shall prepare
or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Certificate
Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall
(A) file, or cause to be filed, Internal Revenue Service Form 1041, Form 1099 or such other form as may be applicable with the
Internal Revenue Service with copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the
Holders of the Class Z Certificates their share of the Excess Interest and Excess Interest Distribution Account, in the time or
times and in the manner required by the Code.


 


(b)       If
the Certificate Administrator receives notice that the Class Z Certificates are held through a “middleman” as defined
by the WHFIT Regulations then the Grantor Trust shall be a WHFIT that is WHMT. The Certificate Administrator will report as required
under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to
do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume
that the “middleman” identified in such notice is the only “middleman” unless the Depositor provides the
Certificate


 






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Administrator with the identities of other “middlemen” that are Certificateholders. The Certificate Administrator
shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service
makes a determination that the notice pursuant to the first sentence of this paragraph is incorrect.


 


(c)       The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)       The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any
penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder
of a Class Z Certificate, 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 a Class Z Certificate, including the price, amount of proceeds and
date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


(e)       To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class Z Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent
the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section 4.07     Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners
of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Distribution
Date Statement, (B) the Master Servicer or the Special Servicer, as the case may be, relating to the reports being made available
pursuant to Sections 3.13(b) and Section 3.13(d), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan)
or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports
prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an
“Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries
that have been


 






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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, as applicable, and in the case of any Inquiry relating to a Non-Serviced
Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate
Administrator shall forward the Inquiry to the appropriate person (in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master
Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines
not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, the Special Servicer
or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of
an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an
answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided
that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain
such answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or
receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not
be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties
of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject
to the Privileged Information Exception), (vi) that answering the inquiry would or is reasonably expected to result in a waiver
of an attorney-client privilege or the disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for any
reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer
or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In addition, no party shall
post or otherwise disclose any direct communications with the Directing Certificateholder or the Risk Retention Consultation Party
as part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in
the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry
that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that
the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry
if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling
and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the
Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry
would require the disclosure of Privileged Information, or (vi) answering any Inquiry is


 






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otherwise, for any reason, not advisable,
no inference should or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective
Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Asset Representations Reviewer or any of their respective Affiliates will certify as to
the accuracy of any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or
liability for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate
Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion,
is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor
shall not be required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor
to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of
this Agreement.


 


(b)       The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and e-mail address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring
or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


 


(c)       The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports prepared
by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that
have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit
requests (each such submission also, a “Rating Agency Inquiry”) to


 






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the Master Servicer for loan-level reports
and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5
Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the
following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following receipt thereof.
Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer,
as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by e-mail to the
Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following
receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the
Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry
may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the
Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i)
answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage
Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase
the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the
Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the
performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate
Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such
Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by e-mail of such determination. The 17g-5 Information
Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A
Forum and Document Request Tool. The 17g-5 Information Provider shall not be liable for the failure by any other such Person to
so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting
NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent,
and shall not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective
Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such
party shall have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall
not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the
17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A
Forum and Document Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5
Information Provider’s Website.


 


Section 4.08      Secure
Data Room. (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon the receipt
of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date, deliver to the
Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage
Loan Sellers to the Designated Site. Upon receipt thereof,


 






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the Certificate
Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure Data Room. Access
to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any
other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt
by the Certificate Administrator of a certification substantially in the form of Exhibit QQ hereto (which shall be sent
via e-mail to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s website).
In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate
Administrator shall be under no obligation to post any documents or information to the Secure Data Room other than the contents
of the Diligence Files initially delivered to it by the Depositor.


 


(b)       The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type,
number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room;
provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The
Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person
with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


 


(c)       Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor,
and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses
associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant
to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed
from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence File related to
such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator shall not
be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant to Section
9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no
event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 






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ARTICLE
V



THE CERTIFICATES


 


Section 5.01     The
Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibit A-1
through and including Exhibit A-3, with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate
or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be
determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X-A and Class X-B Certificates
will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral
multiples of $1.00 in excess thereof. The Class X-D, Class X-F and Class X-G Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $250,000 and in integral multiples of $1.00 in excess thereof. The Offered
Certificates (other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations
of authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The
Non-Registered Certificates (other than any Class X Certificates and other than the Class R Certificates) will be issuable in
minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00
in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class of Certificates
does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original
Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00
that does not exceed such amount. The Class Z Certificates shall be issued, maintained and transferred in minimum percentage interests
of 1% of such Class Z Certificates and in integral multiples of 0.01% in excess thereof. The Class R Certificates shall be issued,
maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1%
in excess thereof.


 


(b)       One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02     Form
and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to
an effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to RREF III-D UBSCM 2019-C17 MOA-HRR, LLC) is to be
made in reliance


 






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upon an exemption from the Securities Act, and under the applicable state securities laws, then either:


 


(a)       Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully
registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period,
a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation
S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section
5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial
interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused.
The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the
Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)       Certificates
of each Class of Non-Registered Certificates (other than any Risk Retention Certificates and the VRR Interest during the Transfer
Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”)
shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent
of the Certificate Registrar, as custodian for the Depository, and


 






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registered in the name of the Depository or a nominee of the
Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased
by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)       Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers and the Class R Certificates (the “Non-Book Entry Certificates”)
shall be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall
be registered by the Certificate Registrar in the name of such investors or their nominees who have provided the Certificate Registrar
with an Investment Representation Letter substantially in the form of Exhibit C, and the Certificate Registrar shall deliver
the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt,
the Class Z and Class R Certificates shall only be in the form of Definitive Certificates, and the Risk Retention Certificates
and the VRR Interest shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period.


 


(d)       Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii)
above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate),
and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under
this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 






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(e)       From
and after the Closing Date and during the Transfer Restriction Period, the Risk Retention Certificates and any VRR Interest shall
only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account or Retained Interest
Safekeeping Account, as applicable, by the Certificate Administrator (and each Retaining Party’s respective interest shall
be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate
Safekeeping Account or Retained Interest Safekeeping Account, as applicable), for the benefit of the Holder of the related Certificate.
The Certificate Administrator shall hold each Certificate evidencing the Risk Retention Certificates and the VRR Interest in safekeeping
and shall release the same only upon receipt of written instructions from the holder of the Risk Retention Certificates or the
VRR Interest and the Retaining Sponsor subject to Section 5.03(i) of the termination of the Transfer Restriction Period
or of the HRR Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, and in accordance with
any authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After
the release of any Risk Retention Certificate or the VRR Interest, the Certificate Administrator shall have no liability (other
than liability for acts or omissions that occurred prior to such release) or obligation with respect to such Risk Retention Certificate
and Retained Certificate Safekeeping Account, or VRR Interest and Retained Interest Safekeeping Account, as applicable. There shall
be, and hereby is, established by the Certificate Administrator accounts which will be designated the “Retained Certificate
Safekeeping Account” and the “Retained Interest Safekeeping Account” into which the Risk Retention Certificates
and the VRR Interest, respectively, shall be held and which shall be governed by and subject to this Agreement. In addition, on
and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping
Account and Retained Interest Safekeeping Account for each Retaining Party. Such subaccounts shall be marked or evidenced as being
for the benefit of the Holder of the related Certificate. The Risk Retention Certificates and each Certificate evidencing the VRR
Interest to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable
to the holders of the Risk Retention Certificates and the VRR Interest shall be remitted to the Retained Certificate Safekeeping
Account or Retained Interest Safekeeping Account, as applicable, but shall be remitted directly to each Retaining Party in accordance
with written instructions provided separately by each Retaining Party to the Certificate Administrator on the Closing Date. Under
no circumstances by virtue of safekeeping the Risk Retention Certificates and the VRR Interest shall the Certificate Administrator
be obligated to bring legal action or institute proceedings against any person on behalf of the Retaining Parties. During the Transfer
Restriction Period and for such longer time as the Retaining Parties may request, the Certificate Administrator shall hold the
Definitive Certificate representing the Risk Retention Certificates and the VRR Interest at the below location, or any other location;
provided the Certificate Administrator has given notice to each of the Retaining Parties of such new location:


 


Wells Fargo Bank, N.A.

Attn: Security Control and Transfer (SCAT) – MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On the Closing Date,
and upon completion of each transfer of the Risk Retention Certificates and the VRR Interest during the Transfer Restriction Period,
the Certificate


 






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Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Retaining Parties
substantially in the form of Exhibit SS to this Agreement evidencing its receipt of the Risk Retention Certificates and
the VRR Interest.


 


The Certificate Administrator
shall make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and each respective Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any
transfer of a Risk Retention Certificate or VRR interest shall be subject to Section 5.03(g), Section 5.03(i) Section
5.03(j) and, if applicable, Section 5.03(o).


 


Section 5.03      Registration
of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at the Corporate
Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations as it may
prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a
Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and
accepting Certificates for exchange and registration of transfer, (ii) holding the Risk Retention Certificates and the VRR Interest
as Definitive Certificates on behalf of each Holder of such Certificates and providing notice to the Retaining Sponsor of any
attempts to transfer any such Certificate and (iii) transmitting to the Depositor, the Master Servicer and the Special Servicer
any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its services
in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in
this Section 5.03.


 


(b)       Subject
to the restrictions on transfer set forth in this ARTICLE V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)       Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule
144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate


 






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to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to
be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)       Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07,
of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate
Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with
the Depository’s procedures containing information regarding the participant account of the Depository to be credited with
such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial interest stating
(A) that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Book-Entry
Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled to hold its
interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without any registration
of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such
other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to
be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the


 






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Person making such
exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)       Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions from
Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause
to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest
in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited with
such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is
a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit
C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)       Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to


 






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which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)       Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Class R Certificate,
(b) a Risk Retention Certificate during the Transfer Restriction Period or (c) any Certificate evidencing the VRR Interest during
the Transfer Restriction Period) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest
in a Book-Entry Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is
entitled to take delivery thereof in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules
and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book
Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate,
duly endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit,
or cause to be credited, a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate
Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account
with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event
that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N
hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit
O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate
Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable,
execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance
of


 






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the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry
Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit,
or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction
of the Depositor (which may be by e-mail to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall
execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)       Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(c), Section 5.02(d), and subject to the issuance and transfer of the Risk Retention Certificates and the VRR Interest during
the Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee
of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)       Transfers
of the Risk Retention Certificates and the VRR Interest. At all times, during the Transfer Restriction Period, if a Transfer
of all or a portion of the Risk Retention Certificates or the VRR Interest after the Closing Date 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 Retaining Sponsor and counsel at the addresses provided
in Section 13.05: (A) a letter from the Holder of the Risk Retention Certificate or the VRR Interest instructing the Certificate
Registrar of its intention to release such Risk Retention Certificate or VRR Interest from the Retained Certificate Safekeeping
Account or the Retained Interest Safekeeping Account, as applicable, and to transfer such Risk Retention Certificate or VRR Interest,
(B) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit
D-3, which such certification must be countersigned by the Retaining Sponsor and the Depositor with a medallion stamp guarantee
of the Retaining Sponsor, (C) a certification from the Certificateholder desiring to effect such transfer substantially in the
form attached hereto as Exhibit D-4, which such certification must be countersigned by the Retaining Sponsor and the Depositor
with a medallion stamp guarantee of the Retaining Sponsor, (D) if such Risk Retention Certificate or VRR Interest will be in the
possession of the Certificate Administrator after such transfer, 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 5.02(e) and Section 5.03(a), facilitate the transfer of the Risk Retention Certificate or VRR Interest and
reflect such Risk Retention Certificate or VRR Interest in the name of the prospective Transferee and shall deliver written confirmation
to the prospective Transferee with a copy via e-mail to each of the Retaining Sponsor, the Depositor, the Transferor and counsel,
of such transfer and the safekeeping of such Risk Retention Certificate or VRR Interest, as applicable, substantially in the form
of Exhibit SS to this Agreement evidencing that such Risk Retention Certificate or VRR Interest, as applicable, is registered
in the name of the prospective Transferee. After the termination of the Transfer Restriction Period, if a transfer of the Risk
Retention Certificates or VRR Interest 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


 






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Certificateholder’s
prospective transferee substantially in the form attached hereto as Exhibit D-3 and (B) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit D-4. For the avoidance of doubt, in
no event shall any portion of the Risk Retention Certificate or the VRR Interest be held as a Book-Entry Certificate during the
Transfer Restriction Period. After the Transfer Restriction Period, any portion of the Risk Retention Certificates or the VRR Interest
may be transferred subject to the restrictions on transfer set forth in this ARTICLE V. Any transfer of an interest in the
Risk Retention Certificates or the VRR Interest that is not in compliance with this Section 5.03 shall be null and void
ab initio to the extent permitted under applicable law.


 


(j)       In
the event a Subsequent Third Party Purchaser seeks to cause the release or transfer of any Risk Retention Certificates from the
Retained Certificate Safekeeping Account, such Subsequent Third Party Purchaser will be required to simultaneously deliver to the
Certificate Administrator, the Retaining Sponsor and the Depositor (i) a written request for such release or transfer and (ii)
a written request for the Retaining Sponsor’s consent to such release or transfer substantially in the form attached hereto
as Exhibit D-5. The Certificate Administrator may not consent to, or otherwise permit, any such release or transfer without
obtaining the Retaining Sponsor’s countersigned request for consent.


 


(k)       Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under
the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(l)       Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(m)       If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(n)       All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(o)       With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to
or by the Initial Purchasers or, with respect


 






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to the Risk Retention Certificates, a Mortgage Loan Seller or its Affiliate acting
as Retaining Sponsor) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit
F-1 attached hereto, to the effect that such proposed purchaser or transferee is not and will not be (A) an employee benefit
plan or other plan subject to the fiduciary responsibility provisions of ERISA to Section 4975 of the Code, or a governmental plan
(as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law (“Similar Law”)
which is, to a material extent, similar to Section 406 of ERISA or Section 4975 of the Code (each, a “Plan”)
or (B) a person acting on behalf of any such Plan or using the assets of any such Plan (including an entity whose underlying assets
include plan assets by reason of investment in the entity by such Plan or Plans and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Certificate other than an insurance company using the
assets of its “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60) under circumstances whereby the purchase and holding of such Certificates by such insurance company will
be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class
Exemption 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase, holding and disposition by such Plan will
not constitute or result in a non-exempt violation of applicable Similar Law) or (ii) if such Certificate is presented for registration
in the name of a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory
to the Trustee, the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate
by such purchaser or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning
of ERISA or Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate
Administrator, the Certificate Registrar, the Master Servicer, the Special Servicer, any Sub-Servicer, the Initial Purchasers,
the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the
Agreement. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not and will not become
a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA
Restricted Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law, or would otherwise violate the provisions of this Section 5.03(o) shall be deemed absolutely null and void
ab initio, to the extent permitted under applicable law.


 


(p)       No
Class R or Class Z Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (within the meaning of U.S. Department of Labor
Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class Z Certificate. Each prospective
transferee of a Class R or Class Z Certificate shall deliver to the transferor and the Certificate Administrator a representation
letter, substantially in the form of Exhibit F-2, stating that the prospective transferee is not and will not become a Plan
or a person acting on behalf of or using the assets of a Plan. Each Holder of a Class R or Class Z Certificate shall be deemed
to represent that it is not and will not become a Person specified in the second preceding sentence. Any attempted or purported
transfer in violation of these transfer restrictions


 






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shall be null and void ab initio and shall vest no rights in any purported
transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


(q)       Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)       Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(q) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)       No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid
its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder
of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3)
the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the
proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S.
Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a
Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee
or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and
(6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(q) and (y)
other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially
in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual
knowledge that the proposed transferee is not a


 






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Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements in its 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, however,
that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.


 


(r)       The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(s)       Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


(t)       Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)       Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited


 






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Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its
own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set
forth in this Section 5.03(t), or (C) (except with respect to the Class R Certificates) is an institution that is not a
United States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


 


(ii)       Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred except
(A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements
of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States Securities Person
in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to the Class R Certificates)
to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case, in accordance with any applicable
federal securities laws and any applicable securities laws of any state of the United States or any other jurisdiction.


 


(iii)       Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or a
non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such
transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides an
Investment Representation Letter substantially in the form of Exhibit C certifying that the transfer complies with such
restrictions, as described in this Section 5.03(t).


 


(iv)       Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


 


(u)       Each
beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA
Plan”) or is acting on behalf of or using the assets of such an ERISA Plan, as a condition of its purchase of such Certificate,
will be deemed to have represented and warranted that (i) none of the Depositor, any Underwriter, any Initial Purchaser, the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer,
or any of their respective affiliated entities, has provided any investment recommendation or investment advice on which the ERISA
Plan or the fiduciary making the investment decision for the ERISA Plan has relied in connection with the decision to acquire Certificates,
and they are not otherwise acting as a fiduciary (within the meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the


 






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Code)
to the ERISA Plan in connection with the ERISA Plan’s acquisition of Certificates (unless an applicable prohibited transaction
exemption is available (all of the conditions of which are satisfied) to cover the purchase and holding of the Certificates or
the transaction is not otherwise prohibited), and (ii) the ERISA Plan fiduciary making the decision to acquire the Certificates
is exercising its own independent judgment in evaluating the investment in the Certificates.


 


Section 5.04     Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b)
there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,
in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any
new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05      Persons
Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and
none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar or any
agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that
a party to this Agreement responsible for distributing any report, statement or other information required to be distributed to
Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement
or other information to such beneficial owner (or prospective transferee).


 


Section 5.06      Access
to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall maintain
in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the Certificateholders.
If any Certificateholder that has provided an Investor Certification (i) requests in writing from the Certificate Registrar a
list of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires to communicate with other
Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the
communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days
after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s sole cost and expense) a
current list of the Certificateholders. In addition, upon written request to the Certificate Administrator of any Certificateholder
or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator shall promptly
notify such Certificateholder or Certificate Owner of the identity of the then-current Directing Certificateholder. Every Certificateholder,
by receiving


 






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and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder, regardless of the source from which information was
derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the
Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)       (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially
the following form shall be deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator
received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate
Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”). The
requesting Certificateholder or Certificate Owner is interested in communicating with other Certificateholders and Certificate
Owners with regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other
Certificateholders and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number],
[e-mail address] and/or [mailing address].”


 


(ii)       In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a medallion stamp guaranteed letter from a broker-dealer stating
that the Certificateholder or Certificate Owner is the beneficial owner of a Certificate or another document acceptable to the
Certificate Administrator that is similar to any of the foregoing documents. The Certificate Administrator shall not have any obligation
to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and may rely on
such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any request to
communicate will be paid by the Trust.


 






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Section 5.07      Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479 as
its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors
of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08     Appointment
of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed Certificate Administrator
in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee shall appoint
a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate
Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)       The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)       The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)       The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)       The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)       The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section 5.09     [RESERVED].


 


Section 5.10     Voting
Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator shall
administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by mail
with respect to Definitive Certificates. In each case, such vote shall be administered in


 






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accordance with the following procedures,
unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)       Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)       In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)       The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.
Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote.
Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and
the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date
such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)       Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate


 






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Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)       If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations reviewer AND THE DIRECTING
CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY


 


Section 6.01      Representations,
Warranties and Covenants of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


(a) The Master Servicer
hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced
Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and
the Operating Advisor, as of the Closing Date, that:


 


(i)       The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform
its obligations under this Agreement or its financial condition;


 


(iii)       The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 






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(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)       No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)       The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)       No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack
of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material adverse
effect on the performance by the Master Servicer under this Agreement.


 


(b)       The
Special Servicer, as Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit
and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the
Master Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 






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(i)       The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or its financial condition;


 


(iii)       The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of the creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)       No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 






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(vii)       The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)       The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, as
of the Closing Date, that:


 


(i)       The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


(iii)       The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and


 






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


 


(v)       The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)      The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


(vii)     No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement;


 


(viii)    No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder; and


 


(ix)      The
Operating Advisor is an Eligible Operating Advisor.


 


(d)      The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)       The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware, 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


 






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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) above, 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 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 that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


(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


 






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consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)       The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)       The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of
this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any
Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section
6.01 that materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section 6.02     Liability
of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer. The
Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable
in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor,
the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03     Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
Reviewer. (a) Subject to 6.03(b) below, each of the Depositor, the Master Servicer and the Special Servicer will
keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation
or organization, and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in
which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)       Each
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be, or, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to acting as
a trust advisor or operating advisor for commercial mortgage securitizations and, in the case of the Asset Representations Reviewer,
may be limited to all or substantially all of its assets related to acting as an asset representations reviewer for commercial
mortgage securitizations) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any
Person succeeding to the business of the Depositor, the Master Servicer,


 






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the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the
foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of
any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case
may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation or succession,
Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to
any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates as described in Section 3.25); provided, further, that if the Master Servicer,
the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect
to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of
the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings;
provided, further, that for so long as the Trust, and, with respect to any Serviced Companion Loan included as part
of the trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer,
the Special Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such
merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as
the case may be, notifies the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the
Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity has not
complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically
identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or the
depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld
or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor
may remain the Master Servicer, the Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being
merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its
assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or
Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues
to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation
or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the
Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in
such Other Securitization, as the


 






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case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable,
in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitization,
to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the
provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third
proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing
of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 7.01.


 


(i)       The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)       Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed
all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section 6.04      Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and Others. (a) None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors, officers, shareholders,
members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders
or the Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement,
or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise
be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties
or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer, and any of the partners, directors, officers, shareholders, members, managers, employees or agents of
any of the foregoing may rely on any document of any kind which, prima facie, is properly executed and submitted by any
Person respecting any matters arising hereunder. The


 






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Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and any partner, director,
officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the
Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal or administrative action
(whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates
(including any costs of enforcement of its indemnity), other than any loss, liability, damages, claims or unanticipated expense:
(i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation
or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its
obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the
Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in connection
with any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a
final non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian,
Certificate Registrar and 17g-5 Information Provider) shall be liable for special, punitive, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator
has been advised of the likelihood of such loss or damage and regardless of the form of action. Each of the Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor conclusively may rely on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s
certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and
in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor to
be genuine and to have been signed or presented by the proper party or parties and each of them may consult with counsel, in which
case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect
to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)       None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking


 






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into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in
accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if
amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account
(including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)       Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholders, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicer), the Special Servicer
(in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or
agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from
or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may
be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer
or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may
be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or the Depositor) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect
of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be, shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s
or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


Each of the Master Servicer
and the Special Servicer shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines,


 






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forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by the Master Servicer or Special
Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider as set forth in this
Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12, Section 3.17(c)
and Section 3.18(g) or (ii) a breach of any obligation it has set forth in Sections 3.13(e), (h) and (j).


 


(d)       Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent
thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or
as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in
the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate
Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify
the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator
shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer or the Operating
Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)       The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Asset


 






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Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable) or the Special Servicer, as the case may be) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect
of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)       The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 


(g)       Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 


(h)       The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the


 






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Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason
of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of
any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages.
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer
shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations
Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)       The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor
(if any), Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor, Non-Serviced Certificate Administrator, Non-Serviced
Trustee, and any of their respective partners, directors, officers, shareholders, members, managers, employees or agents (collectively,
the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s
pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection
with the servicing and administration of a Non-Serviced Whole Loan and the related Non-Serviced Mortgaged Property (or with respect
to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations Reviewer, incurred in connection with the provision
of services for such Non-Serviced Whole Loan) under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced
Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to
the terms of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Asset Representations Reviewer.


 


(j)       For
purposes of this Section 6.04 and Section 11.12, the Master Servicer or the Special Servicer, as the case may be,
will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such obligations and duties if


 






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the Master Servicer or the Special
Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or the Special Servicer,
as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would
cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the
cost of which will be reimbursed as an additional expense of the Trust).


 


Section 6.05      Depositor,
Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither the Master
Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except
upon (a) determination that such party’s duties hereunder are no longer permissible under applicable law or (b) in the case
of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor
(which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator
and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a)
above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee
and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder. Unless applicable
law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately,
and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or the
Special Servicer under clause (a) above shall become effective until the Trustee or a successor master servicer or special
servicer, as applicable, shall have assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities
and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the Special Servicer
shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination (as described
in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer, pursuant to this Section 6.05,
the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity to appoint any successor master
servicer or special servicer with respect to this Section 6.05; provided that, such successor master servicer or
special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates
and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved by the
Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all reasonable out-of-pocket
costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c), in
no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special
servicer if the Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 






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Section 6.06      Rights
of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated
to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise
the rights of the Master Servicer or the Special Servicer, as applicable, hereunder; provided, however, that the
Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such
performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure
to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee, the Master
Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07      The
Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have
if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08      The
Directing Certificateholder and the Risk Retention Consultation Party. (a) (A) Other than with respect to any Serviced
AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no Control Termination Event has occurred
and is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special Servicer with respect to all Major
Decisions for all Mortgage Loans (other than any Excluded Loan with respect to the Directing Certificateholder or the Holder of
the majority of the Controlling Class), (2) the Special Servicer with respect to all Mortgage Loans, as to the Special Servicer
Decisions described in clauses (d), (e), (f) and (g) of the definition of “Special Servicer
Decision”, (3) the Master Servicer to the extent the Directing Certificateholder’s consent is required by clauses
(x) and (xii) of the definition of Master Servicer Decision and (4) the Special Servicer with respect to Non-Specially
Serviced Loans as to all Major Decisions for which the Master Servicer must obtain the consent of the Special Servicer, and (B)
the Risk Retention Consultation Party shall (other than with respect to an Excluded Loan with respect to the Risk Retention Consultation
Party) be entitled to consult on a strictly non-binding basis with the Special Servicer (1) prior to the occurrence and continuance
of a Consultation Termination Event, with respect to any Major Decision in respect of a Specially Serviced Loan and, (2) after
the occurrence and during the continuance of a Consultation Termination Event, with respect to any Major Decision in respect of
any Mortgage Loan. For the avoidance of doubt, any consultation with the Risk Retention Consultation Party under this Agreement
shall occur only upon request of the Risk Retention Consultation Party with respect to any individual triggering event, and any
such consultation shall be on a strictly non-binding basis and shall be subject to all limitations with respect to the procedures
and timing of such consultation set forth in this Section 6.08.


 


Notwithstanding anything
herein to the contrary, except as set forth in, and in any event subject to, the seventh and eighth paragraphs of this Section
6.08(a) and Section 6.08(b), for so long as no Control Termination Event has occurred and is continuing, the Special
Servicer shall only be permitted to take any of the following actions (each, a “Major Decision”) (and shall
only be permitted to consent to the Master Servicer’s taking of any of the following actions (to


 






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the extent the Master Servicer
is responsible for processing any such action as described in the third and fifth paragraphs of this Section 6.08(a))) as
to which the Directing Certificateholder has consented in writing within ten (10) Business Days after the Directing Certificateholder’s
receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing
Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided
that if such written consent has not been received by the Special Servicer within such ten (10) Business Day period, then the Directing
Certificateholder will be deemed to have approved such action):


 


(i)       any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loan that comes into
and continues in default;


 


(ii)       any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan
or Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days as
provided in clause (viii) of the definition of “Master Servicer Decision”;


 


(iii)       following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents;


 


(iv)      any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust) or a defaulted Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance with Section
3.16(a)(iii), in each case, for less than the applicable Purchase Price;


 


(v)       any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material
located at an REO Property;


 


(vi)      any
release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if required pursuant to the specific
terms of the related Mortgage Loan documents and for which there is no lender discretion;


 


(vii)     any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged


 






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Property or interests in the Mortgagor, other than any such transfer as described under clause (xiii) of the definition of Master
Servicer Decision;


 


(viii)    any
property management company changes with respect to a Mortgage Loan, including, without limitation, approval of the termination
of a manager and appointment of a new property manager, in each case, if the replacement property manager is a Borrower Party or
the Mortgage Loan has an outstanding principal balance equal to or greater than $10,000,000;


 


(ix)       any
franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under the
related Mortgage Loan documents;


 


(x)        releases
of any material amounts from any escrow accounts, Reserve Funds or Letters of Credit, in each case, held as performance escrows
or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan documents for any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and for which there is no lender discretion, and other than those
that are permitted to be undertaken by the Master Servicer without the consent of the Special Servicer under this Agreement;


 


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


 


(xii)      subject
to the proviso at the end of this definition, any modification, amendment, consent to a modification or waiver of any material
term of any Intercreditor Agreement, co-lender or similar agreement with any mezzanine lender, subordinate debt holder or Pari
Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan, or any action to enforce rights (or decision not to enforce
rights) with respect thereto; provided, however, that any such modification or amendment that would adversely impact
the Master Servicer shall additionally require the consent of the Master Servicer as a condition to its effectiveness;


 


(xiii)     agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance collateral
required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance
if the applicable Mortgage Loan documents do not otherwise permit such principal prepayment;


 


(xiv)     other
than with respect to a Non-Specially Serviced Loan, any determination of Acceptable Insurance Default; and


 






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(xv)      any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the Mortgagee’s approval is required under the related Mortgage Loan documents;


 


provided that with respect to any
Non-Specially Serviced Loan, if the Special Servicer determines, with respect to clause (xii) above, that a modification, amendment
or waiver is administrative in nature, including a note splitting amendment, the Special Servicer shall provide written notice
of such determination to the Master Servicer, in which case, the Master Servicer shall process such decision and such decision
will be deemed to be a Master Servicer Decision not a Major Decision (provided, further, that the Special Servicer
shall make any such determination and provide any such notice within two (2) Business Days of its receipt of a request related
to any such decision; provided, further, that if the Special Servicer does not provide such notice within two (2)
Business Days, such matter shall be a Major Decision and not a Master Servicer Decision); provided, however, that,
in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action, with respect
to the foregoing matters, or any other matter requiring consent of the Directing Certificateholder prior to the occurrence and
continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor), is necessary to protect the interests of the Certificateholders
(or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion
Loan) (as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans)), the Special
Servicer or the Master Servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s
response (or without waiting to consult with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating
Advisor, as the case may be); provided that the Special Servicer or the Master Servicer, as the case may be, provides the
Directing Certificateholder (or the Operating Advisor, if applicable) and the Risk Retention Consultation Party with prompt written
notice following such action including a reasonably detailed explanation of the basis therefor. Neither the Master Servicer nor
the Special Servicer is required to obtain the consent of the Directing Certificateholder for any of the foregoing actions or any
other matter requiring consent of the Directing Certificateholder after the occurrence and during the continuance of a Control
Termination Event; provided, however, that, after the occurrence and during the continuance of a Control Termination
Event, the Special Servicer shall consult with the Directing Certificateholder (only prior to the occurrence and continuance of
a Consultation Termination Event) in connection with any Major Decision not relating to an Excluded Loan with respect to the Directing
Certificateholder or the Holder of a majority of the Controlling Class (and any other actions which otherwise require consultation
with the Directing Certificateholder prior to the occurrence and continuance of a Consultation Termination Event hereunder) and
consider alternative actions recommended by the Directing Certificateholder in respect thereof. Additionally, upon request, the
Special Servicer shall consult with the Risk Retention Consultation Party on a non-binding basis ((i) prior to the occurrence and
continuance of a Consultation Termination Event, only with respect to a Specially Serviced Loan and (ii) after the occurrence and
during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan) in connection with any Major Decision
not relating to an Excluded Loan with respect to the Risk Retention Consultation Party and consider alternative actions recommended
by the Risk Retention Consultation Party, in respect thereof. In the event the Special Servicer receives no response from the Directing


 






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Certificateholder or the Risk Retention Consultation Party within 10 Business Days following its written request for input on any
required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder or the Risk
Retention Consultation Party, as applicable, on the specific matter; provided, however, that the failure of
the Directing Certificateholder or the Risk Retention Consultation Party to respond shall not relieve the Special Servicer from
consulting with the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, on any future matters
with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to such
party) or Serviced Whole Loan. In addition, after an Operating Advisor Consultation Event, the Special Servicer will also be required
to consult with the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require
consultation with the Operating Advisor after the occurrence and during the continuance of an Operating Advisor Consultation Event
hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that such
consultation is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating Advisor
within 10 Business Days following the later of (i) its written request for input on any required consultation and (ii) delivery
of all such additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation,
the Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however,
that the failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation
to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of a majority of the Controlling Class (regardless of whether an Operating Advisor Consultation Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the
related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter that constitutes
a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan), unless the Master
Servicer and the Special Servicer mutually agree that the Master Servicer will process such request with respect to a Non-Specially
Serviced Loan.


 


Upon receiving a request
for any matter that constitutes a Special Servicer Decision or a Major Decision with respect to a Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and any Serviced Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly
forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master
Servicer will process such request with respect to a Non-Specially Serviced Loan, the Special Servicer shall process such request
(including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer
shall have no further obligation with respect to such request or such Special Servicer Decision or Major Decision. With respect
to such request, the Master Servicer shall continue to cooperate with the Special Servicer by delivering any additional information
in the Master Servicer’s possession to the Special Servicer reasonably


 






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requested by the Special Servicer relating to such
Special Servicer Decision or Major Decision. Unless the Master Servicer and the Special Servicer mutually agree that the Master
Servicer will process such request with respect to a Non-Specially Serviced Loan, the Master Servicer shall not be permitted to
process any Special Servicer Decision or Major Decision and shall not be required to interface with the Mortgagor or provide a
written recommendation and analysis with respect to any Special Servicer Decision or Major Decision.


 


If the Master Servicer
and the Special Servicer mutually agree that the Master Servicer shall process a Special Servicer Decision or a Major Decision
with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan that is a Non-Specially Serviced
Loan, the Master Servicer shall be required to obtain the Special Servicer’s prior consent to such Special Servicer Decision
or such Major Decision; provided that in the event that the Special Servicer does not respond within 15 Business Days after
receipt of the Master Servicer’s written recommendation and analysis and all information in the Master Servicer’s possession
that is reasonably requested by the Special Servicer, plus any time period provided to any Serviced Companion Noteholder under
a related Intercreditor Agreement, the Special Servicer’s consent to such Special Servicer Decision or such Major Decision
shall be deemed granted.


 


With respect to (i) prior
to the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially Serviced Loan,
and (ii) after the occurrence and during the continuance of a Consultation Termination Event, any Major Decision relating to a
Mortgage Loan (in each case, other than with respect to an Excluded Loan with respect to the Risk Retention Consultation Party),
the Special Servicer shall provide copies of any notice, information and report that it is required to provide to the Directing
Certificateholder pursuant to this Agreement with respect to such Major Decision to the Risk Retention Consultation Party, within
the same time frame it is required to provide such notice, information or report to the Directing Certificateholder (for this purpose,
without regard to whether such items are actually required to be provided to the Directing Certificateholder under this Agreement
due to the occurrence of a Control Termination Event or a Consultation Termination Event).


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder
subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to the related Serviced
Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable or as to
which provision is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such direction
or objection contemplated by the preceding paragraphs of this Section 6.08(a) or this paragraph, may require or cause the
Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine
intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject
to the rights of the holders of the related Companion Loan), including without limitation the obligation of the Master Servicer
and the Special Servicer to act in accordance with the Servicing Standard, or


 



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expose the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability,
or materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as applicable, hereunder
or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable
judgment of the Master Servicer or the Special Servicer, as the case may be, is not in the best interests of the Certificateholders.


 


In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any
advice from the Directing Certificateholder, the Risk Retention Consultation Party or a Companion Holder, would cause the Special
Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including
without limitation, the Servicing Standard, the Special Servicer or the Master Servicer, as applicable, shall disregard such refusal
to consent or advise and notify the Directing Certificateholder, the Risk Retention Consultation Party or a Companion Holder, respectively,
and the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor.
The taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder or the approval of the Risk Retention Consultation Party that does not violate
the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result
in any liability on the part of the Master Servicer or the Special Servicer.


 


With respect to any matter
for which the consent of the Directing Certificateholder is required, to the extent no specific time period for deemed consent
is expressly stated, in the event no response from the Directing Certificateholder is received within ten (10) Business Days following
written request for consent and its receipt of all reasonably requested information on any required consent, the Directing Certificateholder
shall be deemed to have consented to or approved the specific matter; provided that the failure of the Directing Certificateholder
to respond will not affect any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder (exclusive of a Loan-Specific
Directing Certificateholder) shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise
be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class
Certificateholders or by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders.
By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder may take
actions that favor the interests of one or more Classes of the Certificates including the Holders of the Controlling Class over
other Classes of the Certificates, and that the Directing Certificateholder may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates, that the Directing Certificateholder may act solely in the interests
of the Holders of the Controlling Class, including the Holders of the Controlling Class, that the Directing Certificateholder does
not have any duties or liability to the Holders of any Class of Certificates other than the Controlling Class, that the Directing
Certificateholder shall not be liable to any


 






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Certificateholder, by reason of its having acted solely in the interests of the Holders
of the Controlling Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and
no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee,
agent or principal thereof for having so acted.


 


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 a Holder of a VRR Interest that would otherwise be imposed by reason of willful misconduct,
bad faith or gross negligence in the performance of duties owed to the Holders of the VRR Interest or by reason of reckless disregard
of obligations or duties owed to the Holders of the VRR Interest. 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 one or more Classes of the Certificates
including the Holders of a VRR Interest over other Classes of the Certificates, and that the Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the
Risk Retention Consultation Party may act solely in the interests of the Holders of a VRR Interest, that the Risk Retention Consultation
Party does not have any duties or liability to the Holders of any Class of Certificates other than the VRR Interest, 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 Holder of the VRR Interest, 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.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced PSA over other classes of the certificates
issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of Holders of some
Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan,
may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced
Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holders of the controlling class under the related Non-Serviced PSA, and that the Non-Serviced Whole Loan Controlling Holder,
with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole
Loan, or any director, officer, employee, agent or principal thereof for having so acted.


 






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(b)       Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded Loan with respect to a Directing Certificateholder), the Directing Certificateholder (other
than any Loan-Specific Directing Certificateholder) shall have no right to consent to or direct any action taken or not taken by
any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination Event but prior to the
occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder and the Risk Retention Consultation
Party shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement,
and the Master Servicer, the Special Servicer and any other applicable party shall consult with the Directing Certificateholder
and, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party (in each case, other than with respect
to any Excluded Loan as to such party) to the extent set forth herein in connection with any action to be taken or refrained from
taking to the extent set forth herein; and (iii) after the occurrence and during the continuance of a Consultation Termination
Event (and at any time with respect to any Excluded Loan as to the Directing Certificateholder), the Directing Certificateholder
(other than any Loan-Specific Directing Certificateholder) shall have no direction, consultation or consent rights hereunder and
no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to
all Certificateholders) or any other rights as Directing Certificateholder and, other than with respect to any Excluded Loan as
to the Risk Retention Consultation Party, the Risk Retention Consultation Party shall remain entitled to receive any notices, reports
or information to which it is entitled pursuant to this Agreement, and the Special Servicer and any other applicable party shall
consult with the Risk Retention Consultation Party to the extent set forth herein in connection with any action to be taken or
refrained from taking to the extent set forth herein.


 


Prior to the occurrence
and continuance of an Operating Advisor Consultation Event, the Special Servicer shall 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 Loan
no Major Decision Reporting Package shall be required to be delivered (and the Special Servicer will 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 Termination
Event is continuing), the Master Servicer or the Special Servicer, as applicable, shall provide each Major Decision Reporting Package
to the Operating Advisor simultaneously with the Master Servicer’s or the Special Servicer’s written request, as applicable,
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 in this Section 6.08. 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.


 






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In addition, if an Operating
Advisor Consultation Event has occurred and is continuing, the Special Servicer will also be required to consult with the Operating
Advisor 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 Special Servicer receives no response from the Operating
Advisor within ten (10) Business Days following the later of (i) its written request for input (which initial 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 Special Servicer, as applicable, related
to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on
the specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters
shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect
to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any
applicable Excluded Loan related to the Directing Certificateholder (regardless of whether an Operating Advisor Consultation Event
has occurred and is continuing), the Master Servicer, the 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 6.08 for consulting with the Operating Advisor.


 


In connection with the
Directing Certificateholder’s or Operating Advisor’s right to consent or consult with respect to a Major Decision,
as applicable, if the Master Servicer or the Special Servicer determines that action is necessary to protect a Mortgaged 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 Servicing Standard, the Master Servicer or the Special Servicer may take actions with respect
to such Mortgaged Property before the expiration of the applicable period for the Operating Advisor or Directing Certificateholder
to respond as described in this section, if the Master Servicer or the Special Servicer reasonably determines in accordance with
Servicing Standard that failure to take such actions before the expiration of such period would materially adversely affect the
interest of the Certificateholders, and the Master Servicer or the Special Servicer has made a reasonable effort to contact the
Operating Advisor or the Directing Certificateholder, as applicable.


 


After the occurrence
and during the continuance of a Consultation Termination Event, the Directing Certificateholder (other than any Loan-Specific Directing
Certificateholder) 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 Directing Certificateholder. However, the Directing Certificateholder shall maintain the right to exercise its Voting Rights
for the same purposes as any other Certificateholder.


 


Section 6.09      Knowledge
of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank,
National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a)


 






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Wells
Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or
(b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either clause (a)
or clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees
within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions responsible for
performing the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable.


 


[End of Article VI]


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section 7.01      Servicer
Termination Events; Master Servicer and Special Servicer Termination. (a) “Servicer Termination Event”,
wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the case may be, any one of the following
events:


 


(i)       (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or
remit to the Companion Paying Agent for deposit into the Companion Distribution Account, on the day and by the time such deposit
or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business
Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any
Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York
City time) on the relevant Distribution Date;


 


(ii)       any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any
amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of
this Agreement;


 


(iii)       any
failure on the part of the Master Servicer or the Special Servicer, as the case may be, 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 thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days
in the case of the Master Servicer’s or the Special Servicer’s obligations, as the case may be, contemplated by ARTICLE
XI, (B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15)
days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after the date on
which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the
Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the
case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not less than


 






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25% of
all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by that failure, by
the related Serviced Companion Noteholders; provided, however, if such failure is capable of being cured and the
Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional
thirty (30) days; provided, further, however, that such extended period will not apply to the obligations
regarding Exchange Act reporting;


 


(iv)       any
breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall
have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by
the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholders; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days;


 


(v)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special
Servicer, as the case may be, and such decree or order shall have remained in force undischarged, undismissed or unstayed for a
period of sixty (60) days;


 


(vi)       the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or the Special Servicer, as the case may be, or of or relating to all or substantially all of its
property;


 


(vii)       the
Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


 


(viii)       either
of Moody’s or KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has
(A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or


 






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Serviced Pari Passu Companion
Loan Securities, as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities,
as applicable, on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by Moody’s or KBRA, as applicable (or, in
the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) within sixty (60) days of such rating
action) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with such Master Servicer
or such Special Servicer, as applicable, as the sole or a material factor in such rating action; or


 


(ix)       the
Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within 60 days of
the delisting.


 


(b)       If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of
the Directing Certificateholder (solely with respect to the Special Servicer and only (i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to a Mortgage Loan that is an Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class) or the Holders of Certificates entitled to
more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of
the Master Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there is
a Servicer Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice in writing
to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section
3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and
the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that
the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such
termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the
Affected Party of such written notice except as otherwise provided in this ARTICLE VII, all authority and power of the Affected
Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer or the Special
Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents,
or otherwise. The Master Servicer and the Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s or the Special
Servicer’s, as the case may be, functions hereunder, and shall cooperate


 






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with the Trustee in effecting the termination of
the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section
3.11 and Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee
for administration by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to
the Collection Account or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it
is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any REO Property (provided, however,
that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant
to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of the Special
Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees
and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04
notwithstanding any such termination).


 


(c)       If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or (a)(ix), the Master Servicer shall have a forty-five (45) day period after such notice in
which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03
and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement.
During such forty-five (45) day period the Master Servicer may continue to serve as the Master Servicer hereunder. In the event
that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume
the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer
hereunder.


 


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the
Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari
Passu Whole Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage
Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person
(or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any
Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements
of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section
7.02. Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of
Rating Agency Confirmation and confirmation from the applicable rating agencies that such appointment or replacement will not result
in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 






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(d)       Subject
to the rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement, at any
time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of the Special
Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master
Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment
of a successor special servicer meeting the requirements of this Section 7.01(d); provided that, with respect to the Servicing
Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d) shall not apply to the related
Loan-Specific Directing Certificateholder’s right to terminate the Special Servicer’s rights and obligations under
this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor
Agreement. Upon a termination of the Special Servicer, the Directing Certificateholder (other than with respect to any Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) shall appoint a successor
special servicer; provided, however, that (i) such successor will meet the requirements set forth in Section 7.02,
(ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities,
the applicable rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to any related Companion
Loan. For the sake of clarity, the recommendation of replacement of the Special Servicer by the Operating Advisor and the approval
of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude the Directing Certificateholder from
appointing a replacement special servicer, provided that such replacement may not be the removed Special Servicer or its Affiliate.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance Certificates requesting
a vote to replace the Special Servicer with a new special servicer designated in such written direction to assume the duties of
the Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
(including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection
with administering such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate
Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained
at the expense of such Holders) and confirmation from the applicable rating agencies that such appointment (or replacement) will
not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari
Passu Companion Loan Securities, the Certificate Administrator shall promptly post notice to all Certificateholders of such request
on the Certificate


 






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Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail, and conduct
the solicitation of votes of all Certificates in such regard, which requisite affirmative votes shall be received within one hundred-eighty
(180) days of the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon the
written direction of Holders of Certificates evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee
shall terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor special
servicer to assume the duties of the Special Servicer (which must be a Qualified Replacement Special Servicer) designated by such
Certificateholders. The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder
may (i) access such notices via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications
when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s direction to remove such Special
Servicer shall not apply to any Serviced AB Whole Loan for which the holder of the related AB Subordinate Companion Loan is not
subject to an AB Control Appraisal Period or to any Servicing Shift Whole Loan.


 


An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the Special
Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency
Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor special servicer
becomes the Special Servicer) all of the responsibilities, duties and liabilities of such Special Servicer under this Agreement
from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption
agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory
to the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with this
Agreement, (y) such replacement will be bound by the terms of this Agreement with respect to any Serviced AB Whole Loan and (z)
subject to customary qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance
with the terms hereof.


 


Each holder of a Servicing
Shift Lead Note shall have the right, to the extent provided under the related Intercreditor Agreement, to replace the Special
Servicer solely with respect to the related Servicing Shift Whole Loan, as applicable, so long as: (A) each Rating Agency delivers
a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor
special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under
this Agreement from and after the date it becomes the Special Servicer as they relate to the related Servicing Shift Whole Loan,
pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion
of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Special
Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement with respect
to the related Servicing Shift Whole Loan, and (z) subject to customary qualifications and exceptions, this Agreement will be
enforceable against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer


 



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termination event on the part of a Non-Serviced
Special Servicer under a Non-Serviced PSA remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan,
and the related Non-Serviced Special Servicer has not otherwise been terminated, the holder of the related Non-Serviced Mortgage
Loan (or the Trustee, acting at the direction of the Directing Certificateholder) will be entitled to direct the related Non-Serviced
Trustee to terminate the related Non-Serviced Special Servicer solely with respect to the related Non-Serviced Whole Loan. The
appointment (or replacement) of the applicable Non-Serviced Special Servicer with respect to a Non-Serviced Whole Loan will in
any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement special servicer will be selected by
the related Non-Serviced Trustee or, prior to a consultation termination event under the related Non-Serviced PSA, by the related
Non-Serviced Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed to
replace the Special Servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof)
that was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the
Directing Certificateholder.


 


If at any time the Operating
Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties
as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the Special
Servicer would be in the best interest of the Certificateholders as a collective whole, the Operating Advisor shall deliver to
the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit
W attached hereto, setting forth the reasons supporting its recommendation (along with any information the Operating Advisor
considered relevant to its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form
with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any
other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting
its recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement special
servicer to assume the duties of the Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event,
the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail conduct the
solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates
evidencing at least a majority of a quorum of Certificateholders (which, for this purpose, is the Holders of Certificates that
(A) evidence at least 20% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the respective Certificate Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis within
180 days of posting of the Operating Advisor’s recommendation to the Certificate Administrator’s Website, and if not
so received, such votes shall be null and void ab initio, and (B) consist of at least three Certificateholders or Certificate
Owners that are not Risk Retention Affiliated with each other) and (ii) receipt by the Certificate Administrator following satisfaction
of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency and confirmation from the applicable
rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then-current
ratings of any class of any related Serviced Companion Loan


 



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Securities, the Trustee shall (i) terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor special servicer approved
by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The
reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with
obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified
Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee 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 of after the notice
is posted to the Certificate Administrator’s Website, then the Trustee shall have no obligation to remove the Special Servicer.
Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to
the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. Notwithstanding
the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of a Special Servicer with respect to
an AB Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the
related Intercreditor Agreement or with respect to any Servicing Shift Whole Loan. For the sake of clarity, the recommendation
of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement
Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement special servicer, provided
that such replacement may not be the removed Special Servicer or its Affiliate.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs
of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this
Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding
removal of the Special Servicer).


 


(e)       The
Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency with respect to the Master
Servicer or Special Servicer, as applicable. In no event shall the remedy for a breach of the foregoing covenant extend beyond
termination pursuant to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and (c). The
operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)       Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if the Master Servicer
is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced
Companion Loan, the related holder of a Serviced


 



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Companion Loan or the rating on any Serviced
Companion Loan Securities, then the Master Servicer may not be terminated by or at the direction of the related holder of such
Serviced Companion Loan or the holders of any Serviced Companion Loan Securities, but upon the written direction of the related
holder of such Serviced Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible
for servicing the related Serviced Whole Loan.


 


(g)       Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event, if at
any time the applicable Excluded Special Servicer Loan is also an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class or if the Directing Certificateholder is entitled to appoint the Excluded
Special Servicer but does not so appoint within 30 days of notice of such resignation, the resigning Special Servicer shall use
reasonable efforts to select the related Excluded Special Servicer. The resigning 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 so long as, on the date of the appointment, the selected Excluded Special Servicer is a Qualified Replacement
Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would
not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and each NRSRO
hired to provide ratings with respect to any Serviced Companion Loan Securities makes the equivalent confirmation, (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 and 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 that had previously acted as the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer
Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property), (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) such original Special Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole
Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation with respect to such Mortgage
Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded
Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all


 



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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 will remain entitled to all other special servicing compensation
with respect to 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 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 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. On and after the time the Master Servicer
or the Special Servicer, as the case may be, either resigns pursuant to clause (a) of Section 6.05 or receives
a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has
been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party,
until such successor to that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section
7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its
capacity as the Master Servicer or the Special Servicer, as applicable, under this Agreement and the transactions set forth
or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11
and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and
that arise thereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms
and provisions hereof; provided, however, that any failure to perform such duties or responsibilities caused by
the terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not
be considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the
appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have
arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or
the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master
Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of
the predecessor master servicer or special servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section
3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its
obligations as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as
compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating
to the Mortgage Loans or the Companion Loans which that Master Servicer would have been entitled to if the Master Servicer
had continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment
pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer
shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special
Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special
Servicer, as the case may be, the Trustee shall be


 



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afforded the same standard of care and
liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01
to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special
servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may,
if it shall be unwilling to act as successor to that Master Servicer or that Special Servicer, as applicable, or shall, if it
is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder
(solely with respect to the Special Servicer) ((i) prior to the occurrence and continuance of a Control Termination Event and
(ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class) or the Holders of Certificates entitled to more than 50% of the Voting Rights so request in writing
to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing
institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to that Master Servicer
or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer or the Special Servicer hereunder. No appointment of a successor to the Master Servicer or the Special
Servicer hereunder shall be effective until (i) the assumption in writing by the successor to the Master Servicer or the Special
Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) 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 Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such appointment (solely with respect to the
Special Servicer) has been approved (prior to the occurrence and continuance of a Control Termination Event and other than with
respect to an Excluded Loan) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been
completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein
above provided. In connection with such appointment and assumption of a successor to the Master Servicer or the Special Servicer
as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage
Loans as it and such successor shall agree; provided, however, that no such compensation with respect to a successor
master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the terminated Master
Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated Master Servicer or the non-terminated
Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the servicing function (other
than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special
Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party
requesting such termination or the successor master servicer or special servicer for such expenses within 90 days after the presentation
of reasonable documentation, such expense shall be reimbursed by the


 



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Trust; provided that the terminated
Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that
the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination
shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event
of a termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses.
For the avoidance of doubt, if the Trustee is terminating the Master Servicer or the Special Servicer in accordance with this
Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or the
Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section 7.03     Notification
to Certificateholders. (a) Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.05,
any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 or any appointment of a successor
to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt
written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)       Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04     Waiver
of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to
each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event; provided,
however, that a Servicer Termination Event under clause (i), (ii) or (viii) of Section 7.01(a)
may be waived only with the consent of all of the Certificateholders of the affected Classes, and a Servicer Termination Event
under clause (iii) of Section 7.01(a) (with respect to obligations under ARTICLE XI) may be waived only with
the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights of any affected holder
of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f), such Servicer Termination Event shall cease
to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination
Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses
incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior to such waiver
from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall


 



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be entitled to the same Voting Rights
with respect to the matters described above as they would if any other Person held such Certificates.


 


Section 7.05     Trustee
as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make any Advances
and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following such
failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii)
to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances
and (y) by noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate
Administrator’s notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to
any such Advance made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances
hereunder, including, without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at
the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance,
as the case may be, (without regard to any impairment of any such rights of reimbursement caused by the Master Servicer’s
default in its obligations hereunder); provided, however, that if Advances made by the Trustee and the Master Servicer
shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such
Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances
shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for
such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance
hereunder.


 


[End of Article VII]


 


ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01     Duties
of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator, prior to the occurrence
of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred, undertake
to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event occurs
and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own
affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed
as a duty.


 


(b)       The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of ARTICLE II, the Diligence Files, any CREFC® reports and any information delivered for posting to
the Certificate Administrator’s Website or


 



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the 17g-5 Information Provider’s
Website), shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is
found not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator
shall notify the party providing such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator
shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order
or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by
the Trustee or the Certificate Administrator in good faith, pursuant to this Agreement.


 


(c)       No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)       Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be
proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of
the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class 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, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under
this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)       The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the


 



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extent such reports relate to the related
Serviced Companion Loan and upon the submission of an Investor Certification pursuant to this Agreement.


 


Section
8.02     Certain Matters Affecting the Trustee and the Certificate Administrator. Except as
otherwise provided in Section 8.01:


 


(i)       The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)       The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)       Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)       Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)       Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the


 



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Voting Rights; provided,
however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate
Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator by the security afforded to
it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may require indemnity reasonably
satisfactory to it from such requesting Holders against such expense or liability as a condition to taking any such action. The
reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)       The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)       For
all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have
actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure
or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a
Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the
Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)       Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor, the Operating
Advisor or the Asset Representations Reviewer;


 


(ix)       Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)       In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)       Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 



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(xii)       Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each of the Trustee
and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded
to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03     Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals contained
herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections
2.01(h) and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth
on any outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator, and the
Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than
as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from
the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in
the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible
for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate
Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04     Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual capacity,
not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it
were not Trustee or the Certificate Administrator.


 


Section 8.05     Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a) As compensation
for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring
and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator
Fee equal to the Certificate Administrator’s portion of one (1) month’s interest at the Certificate Administrator
Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee
Fee and Certificate Administrator shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and
REO Loan (other than


 



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the portion of an REO Loan related to
any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator
Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate Administrator Fee Rate and the Certificate
Administrator Fee shall be computed in the same manner as interest is calculated thereon and for the same period respecting which
any related interest payment due or deemed thereon is computed. The Trustee Fee (which shall not be limited to any provision of
law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s sole form of compensation
for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the
powers and duties of the Trustee hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate
Administrator Fee shall constitute the Certificate Administrator’s sole form of compensation for the exercise and performance
of its powers and duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee
or Certificate Administrator Fee shall be payable with respect to any Companion Loan.


 


(b)       The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid
in settlement, and expenses incurred in becoming the successor to the Master Servicer or the Special Servicer, to the extent not
otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate
Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties of the Trustee or
the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying agent, REMIC Administrator,
Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided, however,
that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf
of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator,
respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically
required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful
misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively,
obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach
of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in
Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of
this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of
a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder,
including Custodian, Certificate Registrar and Authenticating Agent.


 



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For the avoidance of
doubt, with respect to any indemnification provisions in this Agreement providing that the Trust or any other party to this Agreement
is required to indemnify another party to this Agreement for costs, fees and expenses, such costs, fees and expenses are intended
to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement of such indemnity.


 


(c)       The
Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor or any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the
Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or
(ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


 


Section 8.06     Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall
at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association
or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section
7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior
unsecured debt is rated at least “A2” by Moody’s, “A-” by Fitch and, if rated by KBRA, “A”
by KBRA; provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements
as long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Moody’s and “A-”
by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Moody’s and
“F1” by Fitch and (c) the Master Servicer maintains a long-term unsecured rating of at least “A2” by Moody’s
and “A+” by Fitch; provided that nothing in this clause (c) shall impose on the Master Servicer any
obligation to maintain such rating; provided, further, that if any such institution is not rated by KBRA, such institution
maintains an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and/or Fitch) or such other
rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an entity that is not a Prohibited
Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition


 



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so published. In the event the place of
business from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located
is in a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding
to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to
(i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to
the Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07     Resignation
and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate Administrator may at any time
resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer,
the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor, the Asset Representations
Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator shall post such notice to the
Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice of such event to the Master
Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly post such notice to the
17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving such notice of resignation,
the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor certificate administrator
acceptable to, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder by written
instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to the
successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special
Servicer, the Certificateholders and the Trustee or Certificate Administrator, as applicable, by the Depositor. If no successor
trustee or certificate administrator shall have been so appointed and have accepted appointment within ninety (90) days after
the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may petition any court of competent
jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable, and such petition will be
an expense of the Trust.


 


(b)       If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written
request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate
Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or
Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if
the Trustee or Certificate Administrator (if different than the Trustee) shall fail to timely publish any report to be
delivered, published or otherwise made available by the Certificate Administrator pursuant to Section 4.02 and such
failure shall continue unremedied for a period of five (5) days, or if the Certificate Administrator fails to make
distributions required pursuant to Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or
Certificate Administrator, as applicable, and appoint a successor trustee or certificate administrator acceptable to the
requesting Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the Trustee or
Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument


 



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shall be delivered to the Master Servicer,
the Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator shall have
been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal, the removed
Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee
or certificate administrator, as applicable, at the expense of the Trust.


 


(c)       The
Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor,
the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without
cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)       Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect
to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay all
costs and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession
of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be
entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)       Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (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


 



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of the successor, as trustee for the registered
Holders of UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17 or in blank,
and (ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned
to the outgoing trustee), assign such Mortgage 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, upon its receipt of a Request for Release, deliver
such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate
with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express
or implied) to the order of the successor, as trustee for the registered Holders of UBS Commercial Mortgage Trust 2019-C17, Commercial
Mortgage Pass-Through Certificates, Series 2019-C17 or in blank; provided, however, that, notwithstanding anything
to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage
Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related
Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing
trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor
or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to
ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall
review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to
each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement
or assignment cannot be made for any reason, to note the same in such certification.


 


(f)       Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08     Successor
Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed as provided in Section
8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor
Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee or certificate administrator
without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor
Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other
than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at Custodian’s option shall become
the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee
shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly
vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee
to perform its obligations hereunder.


 



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(b)       No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)       Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09     Merger
or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to
the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10     Appointment
of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment
within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred
and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08.
All co-trustee fees shall be payable out of the Trust Fund.


 


(b)       In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the


 



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Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under
any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor
to the Master Servicer or the Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion
thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of
the Trustee.


 


(c)       Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this ARTICLE VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)       Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)       The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section 8.11     Appointment
of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the Mortgage
Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage
File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator
hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation
of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment
of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian other than the
initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount
customary for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section 8.12     Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special
Servicer, the Operating


 



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Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing
Date, that:


 


(i)       The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)       The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)       The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


(vi)       No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement;


 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not


 



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have a materially adverse effect
on the ability of the Trustee to perform its obligations hereunder; and


 


(viii)       To
its actual knowledge, the Trustee is not a Risk Retention Affiliate of any Retaining Party.


 


Section 8.13     Provision
of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly, upon
request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or contact
information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator,
the Master Servicer and the Special Servicer may each conclusively rely on the information provided to them regarding identity
and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, the Master Servicer
and the Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders
or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated
or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact
information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable.


 


Section 8.14     Representations
and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants to the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion
Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)       The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)       The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)       The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization,


 



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moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)       No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder; and


 


(viii)       To
its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of any Retaining Party.


 


Section 8.15     Compliance
with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time
applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable
Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer is required
to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with
the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, arising out of the Trust
or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying information
and documentation as may be available for such party in order to enable the Trustee, the Certificate Administrator, the Special
Servicer and the Master Servicer to comply with Applicable Laws.


 



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[End of Article VIII]


 


ARTICLE
IX



TERMINATION


 


Section 9.01     Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02, the Trust
and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than the obligations
of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth), the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required
hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance)
or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation
by the Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class
R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of
REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included
in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an Independent MAI-designated appraiser selected
by the Special Servicer and approved by the Master Servicer and the Controlling Class), (3) the reasonable out-of-pocket expenses
of the Master Servicer and the Special Servicer with respect to such termination, unless the Master Servicer or the Special Servicer,
as applicable, is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and
is an “REO property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value
of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2)
and (3) above, minus (b) solely in the case where the Master Servicer is exercising such purchase right, the
aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect of
such Advances in accordance with Section 3.03(d) and Section 4.03(d) and any unpaid Servicing Fees, remaining outstanding
and payable solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer
in connection with such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class
B, Class C, Class D and Class E Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder of
all the outstanding Certificates (other than the Class Z and Class R Certificates) for the remaining Mortgage Loans and REO Properties
in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however, that in no event
shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the
date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D and Class E Certificates
are no longer


 



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outstanding (and provided that
there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange
all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01 by giving written notice
to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event that the Sole
Certificateholder elects to exchange all of its Certificates (other than the Class Z and Class R Certificates) for all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding sentence,
such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates is to occur,
shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing to the Depositor,
the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the date of the liquidation
of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto,
pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(a),
but only to the extent that such amounts are not already on deposit in the Collection Account. In addition, the Master Servicer
shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution
Account on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to
occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however,
that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such
Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such
final deposits have been made and following the surrender of all its Certificates (other than the Class R Certificates) on the
applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or
cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans
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 the Trust shall be
liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be
deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal
Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such
amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related
Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related
Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement
remain due and owing.


 


The Holder of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order
of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of


 



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remedies in respect of any related Mortgage
Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate Administrator, and the
other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided, however,
that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates
may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund
only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth
in the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding Certificates. In the event
that the Master Servicer or the Special Servicer purchases, or the Holder of the majority of the Controlling Class or the Holders
of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in
the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holder of the majority
of the Controlling Class or the Holders of the Class R Certificates, as the case may be, shall deposit in the Lower-Tier REMIC
Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the final distribution
on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive
of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion
shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution
Account all amounts required to be transferred thereto on such P&I Advance Date from the Collection Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise
be held for future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release
or cause to be released to the Master Servicer, the Special Servicer, the Holder of the majority of the Controlling Class or the
Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holder of the
majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be, as shall be necessary to effectuate
transfer of the Mortgage Loans as assets of the Trust and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holder of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance
with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other
parties hereto mailed (a) in the event such


 



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notice is given in connection with the
purchase of all of the Mortgage Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier
than the fifteenth (15th) day and not later than the twenty-fifth (25th) day of the month next preceding the month of the final
distribution on the Certificates, or (b) otherwise during the month of such final distribution on or before the P&I Advance
Determination Date in such month, in each case specifying (i) the Distribution Date upon which the Trust will terminate and final
payment of the Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable
to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the
offices of the Certificate Registrar or such other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section
3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date,
the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such
Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution
Account that are allocable to payments on the Class of Certificates so presented, (ii) to Holders of the Excess Interest Certificates
so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall
be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts
transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution
Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance
with Sections 4.01(a), 4.01(c), 4.01(e) and 4.01(f). Any funds not distributed on such Distribution
Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and surrendering
their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and Section
4.01(h).


 


Section 9.02     Additional
Termination Requirements. (a) In the event the Master Servicer or the Special Servicer purchases, or the Holders of the Controlling
Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable,
shall be terminated in accordance with the following additional requirements, which meet the definition of a “qualified
liquidation” in Section 860F(a)(4) of the Code:


 


(i)       the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)       during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master


 



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Servicer, the Special Servicer,
the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 


(iii)       within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01     REMIC
Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat each Trust REMIC
as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be made on Form
1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in which the Lower-Tier
Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect of the Upper-Tier REMIC,
each Class of the Regular Certificates shall be designated the “regular interests,” and the Class UR Interest shall
be designated the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election in
respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular interests”
and the Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier REMIC. None
of the Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests” (within the
meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)       The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)       The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate
Administrator is hereby designated as the “partnership representative” (within the meaning of Section 6223 of the


 



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Code) of each Trust REMIC and shall perform
all the functions thereof. By their acceptance thereof, the Holders of the Class R Certificates hereby agree to such designation.


 


(d)       The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


 


(e)       The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service, Form 8811, within
thirty (30) days after the Closing Date, the name, title, address and telephone number of the “partnership representative”
of each of the Trust REMICs created hereunder. The Certificate Administrator shall prepare, and the Trustee shall sign, the Form
8811.


 


(f)       The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a
REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust,
any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its sole
discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net
income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that
an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the


 



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party seeking to take the action not expressly
permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may
be required by the Code, the Certificate Administrator will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages”
as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)       In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection
Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed
by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of
the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings,
and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator
is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup
Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such
prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from
foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates
(as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier
REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R
Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the
Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a) to the
extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach
of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by
such party.


 


(h)       The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 



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(i)       Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(j)       Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


 


(k)       Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal Amount
of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)       None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of
a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to ARTICLE IX of
this Agreement or (iv) a purchase of Mortgage Loans pursuant to ARTICLE II or ARTICLE III of this Agreement) or
acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO
Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause
the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)       The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or
successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on
any Holder of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate,
to any such elections.


 


Section 10.02     Use
of Agents. (a) The Trustee shall execute all of its obligations and duties under this ARTICLE X through its Corporate
Trust Office. The Trustee may execute any of its obligations and duties under this ARTICLE X either directly or by or through
agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this ARTICLE X by virtue
of the appointment of any such agents or attorneys.


 






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(b)       The
Certificate Administrator may execute any of its obligations and duties under this ARTICLE X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this ARTICLE
X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03     Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a) The Depositor shall provide or cause
to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from the Certificate
Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant for tax purposes
as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment Assumptions
and projected cash flow of the Certificates.


 


(b)       The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04     Appointment
of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate Administrator’s expense, one
or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing the functions
set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator to execute and
deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such capacity, with
the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and
omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator and must be
organized and doing business under the laws of the United States of America or of any State and be subject to supervision or examination
by federal or state authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator,
the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 


(b)       Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)       Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by


 



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giving written notice of termination to
such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability
for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01     Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of ARTICLE XI of this Agreement
is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion
Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise
its rights to request delivery of information or other performance under these provisions other than in reasonable good faith,
or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the
rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of
Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply
with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced
Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations
of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with the UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17, and any Other
Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and
the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization
that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator,
and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees
or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit
the Depositor or such Other Depositor, as


 



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applicable, to comply with the provisions
of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer,
or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor
or the related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable
period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable
advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any
related filing requirements. For purposes of this ARTICLE XI, to the extent any party has an obligation to exercise commercially
reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against
such third party in connection with such obligation.


 


Section 11.02     Succession;
Subcontractors. (a) As a condition to the succession to the Master Servicer and the Special Servicer or to any Sub-Servicer
(but only if such Sub-Servicer is a Servicing Function Participant or a servicer as contemplated by Item 1108(a)(2)) as servicer
or sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into which the Master Servicer
and the Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed
as a successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person
removing and replacing the Master Servicer and the Special Servicer or Certificate Administrator shall provide to the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator and each Other Depositor, as applicable, at least fifteen
(15) calendar days prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the
Depositor), (x) written notice to the Depositor, the Other Depositor and the Other Certificate Administrator of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information relating
to such successor reasonably requested by the Depositor, Other Depositor or Other Certificate Administrator in order to comply
with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act); provided, however that if disclosing such information prior to
such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer,
any Additional Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor and
the Other Depositor no later than the effective date of such succession or appointment.


 


(b)       Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee,
Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion
Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or


 



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Other Depositor, as applicable) of the
role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii)
the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor.
As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such
Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially
reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship,
cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other
Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan)
to comply with the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such
Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial
Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect to each
other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant
and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation required
to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each case, as and when required
to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any
of its obligations hereunder.


 


(c)       Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)       In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the


 



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Depositor and the Certificate Administrator,
in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator, all information
reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07, the
event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


 


(e)       Notwithstanding
anything to the contrary contained in this ARTICLE XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its
obligations under such Initial Sub-Servicing Agreement.


 


(f)       Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03     Filing
Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of
the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K,
10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such Forms
executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)       In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator
will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include
such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor, and
such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any


 



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necessary Form 8-K/A, Form 10-D/A, Form
ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K shall be signed
by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the parties observing all applicable deadlines in the performance
of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09,
11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely
file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other
party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D,
Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.04     Form
10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under
the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange
Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy
of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that
is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit AA to the Depositor and the Certificate Administrator and approved
by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit AA hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit AA hereto shall be
required to provide to the Certificate Administrator and the Depositor (and, in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be,
has actual knowledge, in EDGAR-Compatible Format and, when appropriate, XML electronic format, or in such other format as otherwise
agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional
Form 10-D Disclosure, if applicable; provided that information relating to any REO Account to be reported under “Item
9: Other Information” on Exhibit AA shall be reported by the Special Servicer to the Master Servicer within four
(4) calendar days after the related Distribution Date on Exhibit LL; (ii) the parties listed on Exhibit AA hereto
shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit DD (except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit
LL hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be
delivered by e-mail to cts.sec.notifications@wellsfargo.com (or such
other e-mail address as the Certificate


 



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Administrator may instruct) or by facsimile
to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit AA 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 expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets
of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan
for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed by the Depositor
and the Mortgage Loan Sellers, if applicable, and the Commission’s assigned “Central Index Key” for each such
filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of
Exhibit LL hereto for inclusion therein within the time period described in this Section 11.04, the balances of
the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified
in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the immediately preceding
Distribution Date, (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account,
in each case as of the related Distribution Date and as of the immediately preceding Distribution Date and (v) incorporate the
most recent Form ABS-EE filing by reference (which such Form ABS-EE shall be filed prior to the filing of the applicable report
on Form 10-D). The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase
Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor shall notify the Certificate Administrator by e-mail to cts.sec.notifications@wellsfargo.com, no later than the
fifth (5th) calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer
to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in
preparing, executing and/or filing any such report.


 


With respect to any
Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part
of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity
of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the Master Servicer
or the Special Servicer, as the case may be, substantially in the form of Exhibit JJ (A) the amount of any such Additional
Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage
ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 






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The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms
10-D and ABS-EE for each reporting period: Name: Nicholas Galeone, Telephone: (212) 713-8832. The Certificate Administrator may
rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon receipt of the
Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with
Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review
Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset
Review Report Summary from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders
or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on the Form 10-D relating to
the reporting period in which such request was received a Special Notice including the information required to be included pursuant
to Section 5.06.


 


(b)       After
preparing the Forms 10-D and ABS-EE, the Certificate Administrator shall forward electronically copies of the Forms 10-D and ABS-EE
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar
day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business
Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution
Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D and Form ABS-EE, respectively, and, a duly authorized officer of the Depositor shall sign the
Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D and Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees
in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney
meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act under the Securities Act, and certified
copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed with each
Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator shall sign such Forms 10-D and Forms
ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(d), the Certificate Administrator
shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form
10-D. If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing with the
Commission, the Certificate Administrator shall make available on its Internet website a final executed copy of each Form 10-D
and Form ABS-EE filed by the Certificate Administrator. The signing party at the Depositor can be contacted at UBS Commercial
Mortgage Securitization Corp., 1285 Avenue of the Americas,


 



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New York, New York 10019, Attention: Nicholas Galeone, (212) 713-8832, nicholas.galeone@ubs.com, with a copy to UBS Business Solutions
LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Chad Eisenberger, Executive Director & Counsel. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.04(b) related to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither the
Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D or such Form ABS-EE, respectively,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any
information from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D or such Form ABS-EE,
respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)       Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to be filed
with the Commission and incorporated by reference in either the preliminary Prospectus or the final Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives
any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator
shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required
to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall
not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained
in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate
Administrator shall forward electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule
AL File and any Schedule AL Additional File received by the Certificate Administrator in both XML format and tabular form) concurrently
with the related Form 10-D to the Depositor for review and approval. Any questions for the Master Servicer relating to the filing
are to be directed to ssreports@wellsfargo.com (or such other email address as is provided by the Master Servicer in writing to
the Depositor and the Certificate Administrator). The Master Servicer shall reasonably cooperate with the Depositor to answer
any reasonable questions that the Depositor may pose to the Master Servicer regarding the data or information contained in any
CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial
Schedule AL File, Initial Schedule AL Additional File or the Annex A-1 to the Prospectus) as of the time the Master Servicer delivered
such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator. The
Certificate Administrator, the Master Servicer and the Depositor shall each, to the extent related to such party’s obligations
hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule
AL Additional File in a timely manner.


 






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Within two (2) Business
Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to the 15th calendar
day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor shall sign the
Form ABS-EE and return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy to follow by
overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon receipt of the
Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed on time or
if a previously filed Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set forth in
Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to Section
3.13(b), make available on the Certificate Administrator’s website a final executed copy of each Form ABS-EE (together
with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator)
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at UBS Commercial Mortgage Securitization
Corp., 1285 Avenue of the Americas,

New York, New York 10019, Attention: Nicholas Galeone, (212) 713-8832, nicholas.galeone@ubs.com, with a copy to UBS Business Solutions
LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Chad Eisenberger, Executive Director & Counsel. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.04(c) related to the timely preparation and filing of Form ABS-EE is contingent upon the responsible parties observing
all applicable deadlines in the performance of their duties under this Section 11.04(c). 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 ABS-EE 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 ABS-EE,
not resulting from its own negligence, bad faith or willful misconduct.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form ABS-EE
for each reporting period: Name: Nicholas Galeone, Telephone: (212) 713-8832. The Certificate Administrator may rely without further
investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


 


(d)       Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section 11.05     Form
10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the fiscal
year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K
Filing Deadline”), commencing in March 2020, the Certificate Administrator shall prepare and file on behalf of the Trust
a Form 10-K, in form and substance as required by the


 



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Exchange Act. Each such Form 10-K shall
include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable
time frames set forth in this Agreement:


 


(i)        an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)       (A)
the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


(B)       if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy
such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section
11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included;


 


(iii)      (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)       if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)      a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following


 



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paragraph be reported by the parties set
forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure,
absent such reporting, direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered
(i) by e-mail to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications and also
(ii) by e-mail to Form10k.Compliance@cwt.com.


 


As set forth on Exhibit
BB hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2020, (i) the parties listed on Exhibit BB shall be required to provide to the Certificate Administrator and the Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties,
the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto
shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit DD and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under
this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph
or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible
for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect to the filing of a report
on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely
on such representations in preparing, executing and/or filing any such report.


 


(b)       After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of
such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final
executed copy of each Form 10-K filed by the Certificate Administrator.


 



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The signing party at the Depositor can
be contacted at UBS Commercial Mortgage Securitization Corp., 1285 Avenue of the Americas, New York, New York 10019, Attention: Nicholas Galeone, (212) 713-8832, nicholas.galeone@ubs.com, with a copy to UBS Business Solutions
LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Chad Eisenberger, Executive Director & Counsel. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.05 related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any
Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable
deadlines in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s
failure to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function
Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its
own negligence, bad faith or willful misconduct.


 


(c)       Upon
written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice
that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)       Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section 11.06     Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y required
to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other Securitization
is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer (in the case of the Asset Representations
Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset
Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special
Servicer, as the case may be, that is a Servicing Function Participant shall use commercially reasonable efforts to cause such
Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with which the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing
relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who
signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion Loan (individually
and collectively, the “Certifying Person”), on or before


 



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March 1st of each year commencing in March
2020, a certification substantially in the form attached hereto as Exhibits Y-1, Y-2, Y-3, Y-4, Y-5,
Y-6 or Y-7 (each, a “Performance Certification”), as applicable, on which each Certifying Person,
the entity for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing
relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided
by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor,
as applicable, that engaged such Servicing Function Participant shall not exclude information that would have been provided by
such Servicing Function Participant. In addition, in the event that any Serviced Companion Loan is deposited into a commercial
mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and
complete contact information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty
(30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other
Securitization either the Performance Certification or a separate certification in form and substance similar to applicable Performance
Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect
to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual),
and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan,
the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification.
The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust.
In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other
certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance
statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing
criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11,
and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults
described to the registered public accountants of such Reporting Servicer to enable such accountants to render the certificates
provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this
Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer
shall provide a certification to each affected Certifying Person pursuant to this Section 11.06 with respect to the period
of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be. Each
such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor,
the Certificate Administrator, any affected Other Depositor and Other Certificate Administrator and such providing parties. Notwithstanding
the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (including a “significant


 



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obligor”, but other than an Additional
Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting
Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect
to completeness of information and reports, to certify anything other than that all fields of information called for in written
reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification
under this Section 11.06 shall be obligated to do so.


 


Section 11.07     Form
8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event,
a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K Disclosure
Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required
by the Exchange Act and shall provide notice thereof to the Depositor, provided that the Depositor shall file the initial
Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that
is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the
following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate Administrator
and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit
CC hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business,
New York City time, on the second (2nd) Business Day after the occurrence of a Reportable Event (i) the parties set
forth on Exhibit CC hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent
a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format
or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure
Information, if applicable, (ii) the parties listed on Exhibit CC hereto shall include with such Form 8-K Disclosure Information,
an Additional Disclosure Notification in the form attached hereto as Exhibit DD and (iii) the Depositor will approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither
the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any Form
8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate
Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information
delivered to the Certificate Administrator hereunder should be delivered by e-mail to cts.sec.notifications@wellsfargo.com or
by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 






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After preparing the
Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later
than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than twenty-four (24)
hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but
no later than the close of business on the third (3rd) Business Day after the Reportable Event, the Depositor shall notify the
Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No
later than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow
by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each
Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at UBS Commercial Mortgage
Securitization Corp., 1285 Avenue of the Americas,

New York, New York 10019, Attention: Nicholas Galeone, (212) 713-8832, nicholas.galeone@ubs.com, with a copy to UBS Business Solutions
LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Chad Eisenberger, Executive Director & Counsel. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.07 related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution
or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by the
Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer
to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the second (2nd) Business
Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or
Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K
Disclosure Information.


 






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Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and
each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.07.


 


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 a related
Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to be reported
on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator has
filed any required Form 8-K pursuant to this Section 11.07.


 


The Depositor shall
notify the Certificate Administrator by electronic mail to cts.sec.notifications@wellsfargo.com and trustadministrationgroup@wellsfargo.com,
no later than two (2) Business Days after the filing of any Form 8-K/A that attaches this Agreement, and shall provide in such
notice an electronic link to such filing. The Certificate Administrator shall post a copy of such notice to the Certificate Administrator’s
Website, and thereafter shall request a list of the then-current Serviced Companion Noteholders pursuant to Section 8.13
and furnish such notice substantially in the form of Exhibit UU to the parties to this Agreement, each Serviced Companion
Noteholder, each Other Depositor and each Other Certificate Administrator.


 


Section 11.08     Form
15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate Administrator
of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file
a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the “Form
15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations.
With respect to any reporting period occurring after the filing of such form, subject to Section 11.15(h), the obligations
of the parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended
and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th
of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto
that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice to
the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-D, 10-K, ABS-EE and 8-K as required pursuant to Section 11.04, Section 11.05
and Section 11.07, and all parties’ obligations under this ARTICLE XI shall recommence.


 


Section 11.09     Annual
Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria
applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each such party
shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially


 



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reasonable efforts to cause such Additional
Servicer to deliver to and (ii) with respect to each other Additional Servicer that is also a Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver
to), on or before March 1st of each year, commencing in March 2020, deliver to the Trustee, the Certificate Administrator (which
copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and
the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate,
in the form attached hereto as Exhibit GG (or such other form, similar in substance, as may be reasonably acceptable to
the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the
preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled
all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case
of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by
the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to
cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or,
in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website) to the Directing
Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit
GG. Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate
and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related
Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage
Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under
the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer
under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during
the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required
to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery
of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in
respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 






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In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing
agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional
Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer
to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period
of time that such Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement,
report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.09.


 


Section 11.10     Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each year, commencing in March
2020, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of
the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required to deliver an assessment
of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating Advisor, the Certificate
Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party shall (i) with respect
to each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee, Operating Advisor, Custodian, or Certificate
Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing Function Participant
to furnish and (ii) with respect to each other Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator,
the Depositor (which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website)
(and, with respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially
in the form of Exhibit HH or such other form provided by such Reporting Servicer that complies in all material respects
with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to
it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing
Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant
Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and
for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05,
including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each
such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation
report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to


 



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procure such report from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form
attached hereto as Exhibit HH. Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed
upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit Z hereto delivered to the Depositor on the Closing
Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as
set forth on Exhibit Z and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required to cause
the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the
Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required
to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the
foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and
Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit Z hereto.


 


(b)       The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit Z is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)       No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit FF,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 






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In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial
Sub-Servicer engaged by the Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under
any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any
other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer
to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required
in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional
Servicer was subject to such other servicing agreement.


 


(d)       The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event,
Consultation Termination Event or Operating Advisor Consultation Event occurred during the previous calendar year, and upon such
request the Certificate Administrator shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such
request.


 


(e)       Any
certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


 


Section 11.11     Annual
Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing in March 2020, the
Master Servicer, the Special Servicer, the Trustee (provided, however, that the Trustee shall not be required to
deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause (and each
such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee, Operating
Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts to cause such
Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to cause) a registered
public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and
that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate
Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b))
and the Depositor, the 17g-5 Information Provider and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder, and, promptly, but not earlier than the second (2nd) Business Day


 



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following the delivery of such report
to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain
matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied
with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material
respects. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such
report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must
be available for general use and not contain restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance
with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by
the Depositor, the Certificate Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor
of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of
such reports until April 15th in any given year so long as it has received written confirmation from the Depositor that a Form
10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Any notice, report,
assessment of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section
11.11 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or
information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a
Serviced Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


 






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Section 11.12     Indemnification.
Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor
and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be,
of its obligations under this ARTICLE XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer,
the Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate
Administrator in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf
of, such party.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each
other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations to
provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation
reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct
on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange Act
Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for
the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess
any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator,
the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such


 



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information, which information is contained
in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent
to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly
provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting
Party shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s
or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the
consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed),
to directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its
staff; provided, however, that if an Affected Reporting Party is a Servicing Function Participant or Additional
Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to
this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly
negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that (i) such
Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its progress with
the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission or its staff
and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or any Other Depositor’s
expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor or any Other Depositor
shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives
to respond to and negotiate directly with the Commission or its staff with respect to any comments from the Commission or its
staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor
(or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any
requests made to the Commission or its staff for extension of time for submitting a response or compliance. All respective reasonable
out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses
of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other than those
costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth above) and any
amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable Affected
Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall
(i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer, use
commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing
Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses,


 



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claims, damages or liabilities of the
Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand
and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant to Sections
11.06, 11.09 (if applicable), 11.10, or 11.11 (or breach of its obligations under the applicable sub-servicing
or primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports
or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect
to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is
a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii)
with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered into
a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification
and contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier resignation
or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator.


 


Section 11.13     Amendments.
This ARTICLE XI may be amended with the written consent of the parties hereto pursuant to Section 13.01 for purposes
of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed securities market
and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared
pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation
with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25). For the avoidance of doubt, any amendment
to this ARTICLE XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section 11.14     Regulation
AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee, as the
case may be, to the Depositor pursuant to this ARTICLE XI may be delivered via e-mail (and additionally delivered via phone
or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


 


Section 11.15     Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee, the Certificate
Administrator,


 



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the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any
sub-servicer appointed with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a
Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the related
Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any
Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB (a
“Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with
Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage
Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4),
(c)(5), (c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide
such other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer understands that such information may be included
in the offering material related to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate in good faith
an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters
involved in the offering of the related commercial mortgage pass through certificates harmless for any costs, liabilities,
fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements or omissions or
alleged material misstatements or omissions in any such offering material to the extent that such material misstatement or
omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the
Trustee individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the
Certificate Administrator (where such information pertains to the Certificate Administrator individually and not to any
specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer
(where such information pertains to the Master Servicer individually and not to any specific aspect of the Master
Servicer’s duties or obligations under this Agreement) and the Special Servicer (where such information pertains to the
Special Servicer individually and not to any specific aspect of the Special Servicer’s duties or obligations under this
Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by
this Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel, certifications and/or
indemnification agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect to
such information that are substantially similar to those delivered with respect to the offering material for this
securitization by the Master Servicer or the Special Servicer, Trustee and Certificate Administrator, as the case may be, or
their respective counsel, in connection with the information concerning such party in the offering material related to a
Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided by
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, for inclusion in
the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar to
the information provided by such party with respect to the offering materials related to this transaction, subject to any
required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB or changes in
factual circumstances, such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification
agreement executed by the Trustee, the Certificate Administrator, the Master Servicer or the Special


 



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Servicer in connection with the Regulation
AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection
with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere
in ARTICLE XI that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance
notice (and, in any event, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered
into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of
counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification
agreement.


 


(b)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of the
related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing
Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on
Exhibit S), cooperate with the depositor, trustee, certificate administrator, master servicer or special servicer for any
Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such
Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or other applicable party
for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust)
and shall provide to such depositor, trustee, certificate administrator or master servicer within the time period set forth in
the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time periods set forth herein) for
such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized Companion Loan as may be
reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation AB Companion
Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided, however,
that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer (and the Master Servicer shall consult with any sub-servicer appointed by it with
respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall cooperate with such parties in respect of establishing the time periods for preparation of the Form 10-D and Form
ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the
extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in
all material respects with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this
Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with


 



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respect to a Serviced Securitized Companion
Loan to (provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion Loan
Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable
Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S), provide the depositor,
trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization (until January 30 of
the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) information with respect to any event that is required
to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business Days after the occurrence
of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting
and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(c) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(c).


 


(d)       On
or before March 1st of each year commencing in March 2020 during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence
of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and
Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected
on Exhibit S), provide, with respect to itself, to the depositor, trustee or certificate administrator, as applicable,
under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report
on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii)
a registered accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing
criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required
pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such
party in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)       On
or before March 1st of each year commencing in March 2020 during which a Regulation AB Companion Loan Securitization is required
to file an annual report on 


 



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Form 10-K (and not in respect of any
year in which such Regulation AB Companion Loan Securitization is not required to file an annual report on Form 10-K because
a Form 15 Suspension Notification with respect to the related trust was filed), each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use
commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the
depositor, trustee and certificate administrator under such Regulation AB Companion Loan Securitization (provided that
(a) such party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such
party is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB
Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S), under such Regulation AB
Companion Loan Securitization a servicer compliance statement signed by an authorized officer of such Person that satisfies
the requirements of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the
timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than this Section
11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section
11.15(e) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance
with the provisions of this Section 11.15(e).


 


(f)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with respect to itself
and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be
provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not
otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such
information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as the case may be, no
later than two (2) Business Days prior to the date on which the Master Servicer or the Special Servicer, as the case may be, is
required to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)       With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the
Master Servicer and the


 



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Special Servicer in writing is a “significant
obligor” (within the meaning of Item 1101(k) of Regulation AB) (together with notification of the Relevant Distribution
Date) with respect to an Other Securitization that includes such Serviced Companion Loan, to the extent that the Master Servicer
or the Special Servicer, as the case may be, is in receipt of the updated financial statements of such “significant obligor”
for any calendar quarter (other than the fourth (4th) calendar quarter of any calendar year) from the Mortgagor, beginning with
the first calendar quarter in which such notice from the Other Depositor was received, or the updated financial statements of
such “significant obligor” for any calendar year, beginning for the calendar year in which such notice from the Other
Depositor was received, as applicable, the Master Servicer or the Special Servicer, as the case may be, shall deliver to the Other
Depositor, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing
Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if
such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as
applicable, the financial statements of such “significant obligor”, together with the net operating income of such
“significant obligor” for the applicable period as calculated by the Master Servicer (or by the Special Servicer and
provided to the Master Servicer solely in the case of any related Specially Serviced Loan or Serviced REO Property) in accordance
with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior
to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related
Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as reported by the
related Mortgagor in such financial statements (or by the Special Servicer and provided to the Master Servicer solely in the case
of any related Specially Serviced Loan or Serviced REO Property).


 


If the Master Servicer
or the Special Servicer, as the case may be, does not receive such financial information satisfactory to comply with Item 6 of
Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business
Days after the date such financial information is required to be delivered under the related Mortgage Loan documents, the Master
Servicer or the Special Servicer, as the case may be, shall notify the Other Depositor with respect to such Other Securitization
that includes the related Serviced Companion Loan (and shall cause each applicable Sub-Servicing Agreement entered into after
receipt of written notice from the Other Depositor that such Serviced Companion Loan is a significant obligor to require the related
Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Master Servicer (in the
case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) 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 required to be delivered by the related Mortgagor under the related
Mortgage Loan documents.


 


The Master Servicer
(with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall (and
shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that
such Serviced Companion Loan is a significant obligor to require the related Sub-Servicer


 



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to) retain written evidence of each instance
in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant obligor”
(identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial
information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable,
is required to be filed with respect to the Other Securitization, shall forward an Officer’s Certificate evidencing its
attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization;
provided, however, the Special Servicer shall provide such Officer’s Certificate to the Master Servicer and
the Master Servicer shall forward such Officer’s Certificate to the Other Exchange Act Reporting Party 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.


 


(h)       If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this ARTICLE XI with respect such Other Securitization shall remain
in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section 11.16     Certain
Matters Regarding Significant Obligors. As of the Closing Date, with respect to the Trust, there is no “significant
obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant Obligor”).


 


Section 11.17     Impact
of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject to a Servicer
Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the grace period applicable
to such party’s obligations under this ARTICLE XI as provided for in such clause (iii) nor shall any such
party be deemed to not be in compliance under this Agreement, during any grace period provided for in this ARTICLE XI;
provided that if any such party fails to comply with the delivery requirements of this ARTICLE XI by the expiration
of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the
Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior
to the expiration of the grace period applicable to such party’s obligations under this ARTICLE XI as provided for
in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver
any item required under this ARTICLE XI by the time required hereunder with respect to any reporting period for which the
Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End of Article XI]


 






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ARTICLE
XII



The Asset Representations Reviewer


 


Section 12.01     Asset
Review. 


 


(a)       On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred. 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 ARTICLE XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are sixty (60) or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”. On each Distribution Date
occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it
by the Master Servicer or the Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan has
become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has
ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2)
and/or (3), deliver such information in a written notice (which may be via e-mail) in the form of Exhibit RR
within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If Certificateholders
evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within ninety (90)
days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote
to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly
provide written notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct a solicitation
of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset
Review by Holders of Certificates evidencing at least (i) a majority of those Certificateholders who cast votes and (ii) a majority
of an Asset Review Quorum within one hundred fifty (150) days of receipt of the Asset Review Vote Election (an “Affirmative
Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this
Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder, the Risk Retention Consultation Party
and the other Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset
Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification
substantially in the form attached hereto as Exhibit QQ (which shall be sent via e-mail to


 



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trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt
of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business Days after such receipt)
grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not
occurred within such one hundred fifty (150) day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any
Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such one
hundred fifty (150) day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise
in effect, (C) the Certificate Administrator has timely 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 one
hundred fifty (150) days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence
of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review
Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the
Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection
Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)       (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for all Mortgage
Loans), the Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer
(with respect to clause (6) below for Specially Serviced Loans), in each case to the extent in such party’s possession,
shall promptly, but in no event later than ten (10) Business Days, provide the following materials in electronic format to the
Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure Data Room by the Certificate Administrator
pursuant to Section 4.08, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy
of this Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to clause (1) or clause (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 






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(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)       any
other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan that
the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and that
are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii) hereof.


 


(ii)       In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request that
the Master Servicer or the Special Servicer, as the case may be, promptly, but in no event later than ten (10) Business Days after
receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing document(s)
to the extent in its possession; provided that any such notification and/or request shall be in writing, specifically identifying
the documents being requested and sent to the notice address for the related party set forth in Section 13.05 of this Agreement.
In the event any missing documents are not provided by the Master Servicer or the Special Servicer, as the case may be, within
such ten (10) Business Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan
Seller; provided that the Mortgage Loan Seller is required under the related Mortgage Loan Purchase Agreement to deliver
such missing document only to the extent such document is in the possession of such party but in any event excluding any documents
that contain information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged
or internal communications.


 


(iii)       The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be
independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the
Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to
this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)       Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent
Loan with the representations and warranties related to


 



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that Delinquent Loan (such review,
the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each
representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the
procedures set forth on Exhibit PP (each such procedure, a “Test”); provided, however,
that the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials
if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary
to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset
Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of,
or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become
a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent
to the occurrence of such new Asset Review Trigger.


 


(v)       No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)       The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)       The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations Reviewer determines
that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the Asset Representations
Reviewer by the related Mortgage Loan Seller, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans) to the extent in the Master Servicer’s or the Special Servicer’s
possession within ten (10) Business Days following the request by the Asset Representations Reviewer to the Master Servicer, the
Special Servicer or the related Mortgage Loan Seller, as the case may be, as described in Section 12.01(b)(ii), the Asset
Representations Reviewer shall list such missing documents in such preliminary report setting forth the preliminary results of
the application of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations
Reviewer has so concluded) that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations
Reviewer shall provide such preliminary report to the Master Servicer (only with respect to Non-Specially Serviced Loans), the
Special Servicer (with respect to Specially Serviced Loans) and the related Mortgage Loan Seller. If the preliminary report indicates
that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have
ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents or 


 



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explanations
to support the related Mortgage Loan Seller’s claim that the representation and warranty has not failed
a Test or that any missing information or documents in the Review Materials are not required to complete a Test shall be sent
by such Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer
shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is
no Test failure with respect to the related Mortgage Loan.


 


(viii)       The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan, the Directing Certificateholder and
(ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee and the Certificate Administrator. The period of time by which the Asset Review
Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties
to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller (or, in the case
of Ladder Capital Finance LLC, against Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP
and Series TRS of Ladder Capital Finance Holdings LLLP in respect of their respective payment guaranties), which, in each case,
shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(k) of this Agreement.


 


(ix)       In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the
related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver
an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation
received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations Reviewer
shall have no responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 


(x)       Within
thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special Servicer shall determine
whether at that time, 


 



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based on the Servicing
Standard, there exists a Material Defect with respect to such Mortgage Loan. If the Special Servicer determines that a
Material Defect exists, the Special Servicer shall enforce the obligations of the applicable Mortgage Loan Seller with
respect to such Material Defect in accordance with Section 2.03(b).


 


(c)       The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this
Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)       The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the 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, the Master Servicer, the 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.


 


Section 12.02     Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)       The
Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of each
Mortgage Loan and REO Loan (excluding any related Companion Loan) and shall be equal


 



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to the product of a rate equal to 0.00030%
per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage
Loans and any REO Loans (excluding any related Companion Loan) and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans.


 


(b)       As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage
Loans that are Delinquent Loans and are subject to an Asset Review, upon the completion of any Asset Review with respect to an
individual Asset Review Trigger, the Asset Representations Reviewer shall be paid a fee equal to, in the case of a Delinquent
Loan, the sum of: (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date
Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with
a Cut-off Date Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional
Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal to $40,000,000 (any such
fee, the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review
Fee with respect to each Delinquent Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage
Interest thereof) shall be paid by the related Mortgage Loan Seller; provided, however, that if (i) the related
Mortgage Loan Seller is insolvent or (ii) at any time after the outstanding Certificate Balances of the Control Eligible Certificates
have been reduced to zero as a result of the application of Realized Losses to such Certificates and the related Mortgage Loan
Seller fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such fee shall
be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the Master Servicer that the
requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations Reviewer shall not
deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements for payment set
forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay such amount. A Mortgage
Loan Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery by the Asset Representations
Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier to the address listed in
this Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller for delivery
of notices in accordance with this Agreement, or ninety (90) days following attempted delivery of such invoice by registered mail
or overnight courier and reasonable follow -up by telephone or e-mail. Notwithstanding any payment of such fee by the Trust to
the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Enforcing Servicer
shall, in accordance with the Servicing Standard, pursue remedies against such Mortgage Loan Seller to recover any such amounts
to the extent paid by the Trust.


 


(c)       Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a
Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer
or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 






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(d)       The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section 12.03     Resignation
of the Asset Representations Reviewer. The Asset Representations Reviewer may at any time resign and be discharged from its
obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. Upon such
notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible Asset
Representations Reviewer. No resignation of the Asset Representations Reviewer shall be effective until a successor Asset Representations
Reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If no successor asset
representations reviewer shall have been so appointed and have accepted appointment within thirty (30) days after the giving of
such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for
the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations
Reviewer shall bear all reasonable costs and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04     Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make any
investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate
of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures
that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s
information regarding its investment activities.


 


Section 12.05     Termination
of the Asset Representations Reviewer.


 


(a)       An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)       any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having greater than 25% of the Voting Rights, provided that any such failure that is not curable
within such thirty (30) day period, the Asset Representations Reviewer 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 thirty (30) day period and has provided
the Trustee and the Certificate Administrator with an


 



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officer’s certificate
certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)       any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)       any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)       the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)       the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon receipt by the
Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the
Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless
the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has been
remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as
such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the
written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any Cumulative Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of


 



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events occurring prior to such termination),
by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable
costs and expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations
Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)       Upon
(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the
application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii)
payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate
Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written notice
thereof to the Asset Representations Reviewer 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 at least 75% of a Certificateholder
Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the
rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued
prior to the date of such termination and other than indemnification rights arising out of events occurring prior to such termination)
by notice in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations
Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion
to vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that Holders of
the Certificates evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Cumulative Appraisal
Reduction Amounts) 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 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 






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The Asset
Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the
Directing Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and
the Trustee shall appoint a successor asset representations reviewer subject to and in accordance with this Section
12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor asset representations reviewer within
thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor shall be permitted to find a
replacement. The Trustee shall not be liable for any failure to identify and appoint a successor asset representations
reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset
representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct
in the performance of its obligations hereunder.


 


(d)       Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency, and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


[End of Article XII]


 


ARTICLE
XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01     Amendment.
(a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)       to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or
to correct any error;


 






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(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) or Companion
Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(p) or Section 5.03(q) or any other provision hereof restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of a VRR Interest) 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 Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25);


 


(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


 



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Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan as to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, 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 pursuant to Section 3.25);


 


(ix)       to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance
of doubt, any Holder of a VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website;


 


(x)       in
the event the Risk Retention Rule 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; or


 


(xi)       to
modify, eliminate or add to any of its provisions to such extent as will 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).


 






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Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may change any provision
specifically required to be included herein by any related Intercreditor Agreement or otherwise materially and adversely affect
the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holder of a VRR Interest) evidencing in the aggregate
not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of
the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights 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 Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 






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(c)       Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment hereto without having first received
an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that any conditions
precedent thereto have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the
Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund, any Trust REMIC or the Grantor Trust, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement
may be made that changes any provision specifically required to be included in this Agreement by an Intercreditor Agreement related
to a Companion Loan without, in each case, the consent of the holder of the related Companion Loan(s).


 


(d)       No
later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same
to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder,
the Depositor, each Other Depositor, each Other Certificate Administrator, the Master Servicer, the Special Servicer, the Underwriters
and the Rating Agencies.


 


(e)       It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)       The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)       The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and the cost of
any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Account.


 


(h)       The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided


 








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that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


(i)       To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with
executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)       Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)       This
Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and adversely
affect the rights of such Companion Holder hereunder.


 


(l)       In
addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or,
if the Master Servicer or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under
this Agreement, at the expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating
to the applicable Repurchased Note for purposes of the servicing and administration of such Repurchased Note provided that the
amendment shall not adversely affect in any material respect the interests of the Certificateholders, as evidenced by a Rating
Agency Confirmation from each Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan Seller) with respect to
such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect). Prior
to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is repurchased,
the terms of Section 3.30 shall govern the servicing and administration of such Joint Mortgage Loan.


 


Section 13.02     Recordation
of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all
of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by the Special Servicer
and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion
of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.


 






    -467-


     


    

 


(b)       For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)       The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03     Limitation on Rights of Certificateholders. (a) The death or incapacity of any
Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or
winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of
them.


 


(b)       No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)       No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such 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 sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of


 



    -468-


     


    

 


any provision of this Agreement or the
Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein,
or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section
13.03(c), each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law
or in equity.


 


Section
13.04     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT
AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS
AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY
BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE
OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05     Notices.
(a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission (other than with
respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the Mortgage Loan Sellers,
the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly given only when received),
to:


 






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In the case of the Depositor:



UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Attention: Nicholas Galeone

E-mail: nicholas.galeone@ubs.com


 


with a copy to:



UBS Business Solutions LLC


1285 Avenue of the Americas


New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel


 


and a copy to:



Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York

Attention: Frank Polverino, Esq.

Facsimile: (212) 504-6666


 


In the case of the Master Servicer:



Wells Fargo Bank, National Association, 

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2019-C17 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 






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In the case of the Special Servicer:



Rialto Capital Advisors, LLC

200 S. Biscayne Blvd., Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;



Niral Shah

Facsimile number: (305) 229-6425

E-mail: niral.shah@rialtocapital.com;



Adam Singer

facsimile number: (305) 229-6425

E-mail: adam.singer@rialtocapital.com


 


In the case of the Directing Certificateholder
or the Risk Retention Consultation Party:


 


RREF III-D UBSCM 2019-C17 MOA-HRR, LLC


c/o Rialto Capital Management LLC


600 Madison Avenue, 12th Floor


New York, New York 10022


Attention: Josh Cromer


Fax number: (212) 751-4646


 


with a copy to:


 


RREF III-D UBSCM 2019-C17 MOA-HRR, LLC


c/o Rialto Capital Management LLC


600 Madison Avenue, 12th Floor


New York, New York 10022


Attention: Joseph Bachkosky


Fax number: (212) 751-4646


 






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In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee UBS 2019-C17


 


with a copy to:



CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services: UBS 2019-C17


 


with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In the case of the Certificate Registrar for surrender,
transfer or exchange of Certificates other than the Risk Retention Certificates or the VRR Interest during the Transfer Restriction
Period:


 


Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services: UBS 2019-C17


 


or in the case of a transfer of the Risk Retention
Certificates or the VRR Interest during the Transfer Restriction Period to:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) UBS 2019-C17


 


with a copy to: riskretentioncustody@wellsfargo.com


 






    -472-


     


    

 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attn: Document Custody Group: UBS 2019-C17

E-mail: cmbscustody@wellsfargo.com


 


In the case of the Mortgage
Loan Sellers:


 


		1.	UBS AG, by and through its branch office at 1285 Avenue
                                         of the Americas, New York, New York

                                         1285 Avenue of the Americas

                                         New York, New York 10019

                                         Attention: Henry Chung



 


with a copy to:



UBS Business Solutions LLC


1285 Avenue of the Americas


New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel


 


		2.	Rialto Mortgage Finance, LLC

                                         600 Madison Avenue, 12th Floor

                                         New York, New York 10022

                                         Attention: Kenneth M. Gorsuch, Managing Director



 


		3.	Ladder Capital Finance LLC

                                         345 Park Avenue, 8th Floor

                                         New York, New York 10154

                                         Attention: Pamela McCormack



 


with electronic copies to:



Pamela McCormack (pamela.mccormack@laddercapital.com)

Robert Perelman (robert.perelman@laddercapital.com)

David Traitel (david.traitel@laddercapital.com)


 


		4.	Wells Fargo Bank, National Association

                                         301 South College St.

                                         Charlotte, North Carolina 28202

                                         Attention: UBS 2019-C17



 






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with a copy to:



Troy B. Stoddard, Esq.,

Wells Fargo Law Department, D1053-300

301 South College St.

Charlotte, North Carolina, 28202


 


and a copy to:



Jacqueline Gelman

Wells Fargo Bank, National Association

10 South Wacker Drive, 32nd Floor

Chicago, IL 60606

Telephone number: (312) 827-1531

Email: jacqueline.m.gelman@wellsfargo.com


 


		5.	CIBC Inc.

                                         c/o Canadian Imperial Bank of Commerce

                                         425 Lexington Avenue, 4th Floor

                                         New York, New York 10017

                                         Attention: Todd Roth, Managing Director

                                         Facsimile: (212) 667-6236



 


		6.	Rialto Real Estate Fund III – Debt, LP

                                         c/o Rialto Capital Management LLC

                                         600 Madison Avenue, 12th Floor

                                         New York, New York 10022

                                         Attention: Josh Cromer

                                         Fax number: (212) 751-4646



 


with a copy to:



Rialto Real Estate Fund III – Debt, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2019-C17 Transaction Manager

With a copy sent via e-mail to: notices@pentalphasurveillance.com with UBS 2019-C17 in the subject line


 






    -474-


     


    

 


with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

E-mail: jknight@bassberry.com


 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 


In the case of any Companion
Holder:



The address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)       Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as the case may be, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which
Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall
not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating
Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 






    -475-


     


    

 


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


Moody’s Investors Service,
Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Section 13.06     Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07     Grant
of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property shall constitute a sale and not
a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The
Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such
capacity) a first priority security interest in the Depositor’s entire right, title and interest in, to and under the Conveyed
Property and all proceeds thereof, in each case, whether now owned or existing or hereafter acquired or arising, and (ii) this
Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary
filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly following the initial issuance
of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable), prepare
and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary of
the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator
in the preparation and filing of such continuation statement. This Section 13.07 shall constitute notice to the Certificate
Administrator and the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 13.08     Successors
and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders.
Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective agents), each Underwriter, each
depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting Party (with respect to its rights
under ARTICLE XI of this Agreement) and each Initial Purchaser is an intended third-party beneficiary to this Agreement
in respect of the respective rights afforded it hereunder.


 



    -476-


     


    

 


No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or
claim under this Agreement. If one, but not all, of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the
applicable Repurchasing Mortgage Loan Seller shall be a third-party beneficiary of this Agreement to the same extent as if it
were a holder of a Serviced Pari Passu Companion Loan, as contemplated by Section 3.30 hereof.


 


(b)       Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)       Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced
Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this
Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)       Subject
to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall be
an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section
2.03(o).


 


Section 13.09     Article
and Section Headings.


 


The article and section
headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.


 


Section 13.10     Notices
to the Rating Agencies.


 


(a) The Certificate
Administrator shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class
of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following
of which it has actual knowledge:


 


(i)       any
material change or amendment to this Agreement;


 


(ii)       the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)       the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)       the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement.


 


(b)       The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 






    -477-


     


    

 


(i)       the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)       any
change in the location of the Collection Account;


 


(iii)       any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)       any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)       any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)       any
material damage to any Mortgaged Property;


 


(vii)       any
assumption with respect to a Mortgage Loan; and


 


(viii)       any
release or substitution of any Mortgaged Property.


 


(c)       The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)       The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating
Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer,
can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide
duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery
by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document
for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer
or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer or the Special
Servicer, as the case may be, may, but shall not be obligated to, send such information, report, notice or document to the applicable
Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider
or (ii) is


 



    -478-


     


    

 


simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




    -479-


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


	 	 	 
	 	UBS COMMERCIAL MORTGAGE SECURITIZATION CORP.,
	 	Depositor
	 	 	 
	 	By:	/s/ Andrew Lisa
	 	 	Name: Andrew Lisa
	 	 	Title: Associate Director
	 	 	 
	 	By:	/s/ Nicholas Galeone
	 	 	Name: Nicholas Galeone
	 	 	Title: Executive Director
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	Master Servicer
	 	 	 
	 	By:	/s/ Nachette Hadden
	 	 	Name: Nachette Hadden
	 	 	Title: Director
	 	 	 
	 	RIALTO CAPITAL ADVISORS, LLC,
	 	Special Servicer
	 	 	 
	 	By:	/s/ Sorana Georgescu
	 	 	Name: Sorana Georgescu
	 	 	Title: Secretary


 


UBS 2019-C17 – Pooling and Servicing Agreement


 



     


     


    

 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title: Assistant Vice President
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
	 	Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title:  Executive Director and solely as an Authorized Signatory for Pentalpha Surveillance LLC




 


UBS 2019-C17 – Pooling and Servicing Agreement


 



     


     


    

 


	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK	)




 


On the
11th day of September, 2019, before me, a notary public in and for said State, personally appeared Andrew
Lisa known to me to be a Associate Director of UBS Commercial Mortgage Securitization Corp., that executed the within
instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that
such Associate Director executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Xin Liang Zhu
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 
	 	 
	XIN LIANG ZHU	 
	Notary Public, State of New York	 
	No. 02ZH6286321	 
	Qualified in Kings County	 
	Commission Expires July 22, 2021	 




 


UBS 2019-C17 – Pooling and Servicing Agreement


 



     


     


    

 



	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK	)



 


On the
11th day of September, 2019, before me, a notary public in and for said State, personally appeared Nicholas
Galeone known to me to be a Executive Director of UBS Commercial Mortgage Securitization Corp., that executed the within
instrument, and also known to me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such Executive Director executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Xin Liang Zhu
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 
	 	 
	XIN LIANG ZHU	 
	Notary Public, State of New York	 
	No. 02ZH6286321	 
	Qualified in Kings County	 
	Commission Expires July 22, 2021	 


 


UBS 2019-C17 – Pooling and Servicing Agreement


 



     


     


    

 


	STATE OF NORTH CAROLINA	)
	 	): ss.
	COUNTY OF MECKLENBURG	)


 


On this 8 day of October, 2019, personally appeared before me
Nachette Hadden, to me known (or proved to me on the basis of satisfactory evidence) to be a Director of Wells Fargo Bank, National
Association, a national banking association, that executed the within and forgoing instrument, and acknowledged that said instrument
to be the free and voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that
she was authorized to execute said instrument, and that by her signature on the instrument the entity upon behalf of which she
acted, executed and instrument.


 


	 	/s/ Erica L Smith
	 	Notary
	 	Name:
	 	 
	My Commission Expires:	 
	 	ERICA L SMITH
	 	NOTARY PUBLIC
	 	MECKLENBURG COUNTY, NC
	 	My Commission Expires 07-20-2022




 


UBS 2019-C17 – Pooling and Servicing Agreement


 



     


     


    

 


	STATE OF Florida	)
	 	)     ss.:
	COUNTY OF Miami-Dade	)


 


On
the 3rd day of October, 2019, before me, a notary public in and for said State, personally appeared Sorana
Georgescu known to me to be a Secretary of Rialto Capital Advisors, LLC, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such national banking association, and
acknowledged to me that such Sorana Georgescu executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Galaxia Marquez
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	GALAXIA MARQUEZ
	 	MY COMMISSION # GG 247285
	 	EXPIRES: September 18, 2022
	 	Bonded Thru Notary Public Underwriters


 


UBS 2019-C17 – Pooling and Servicing Agreement


 



     


     


    

 


	STATE OF Maryland	)
	 	)     ss.:
	COUNTY OF Howard	)


 


On the 7 day of
October, 2019, before me, a notary public in and for said State, personally appeared Stacey Gross known to me to be a
VP of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and acknowledged to me that such VP executed
the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Amy Martin
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	AMY MARTIN
	 	Notary Public - Maryland
	 	Anne Arundel County
	 	My Commission Expires on
	 	February 22, 2021


 


UBS 2019-C17 – Pooling and Servicing Agreement


 



     


     


    

 


	STATE OF DELAWARE	)
	 	)     ss.:
	COUNTY OF NEW CASTLE	)


 


On the 2nd day of October,
2019, before me, a notary public in and for said State, personally appeared Beverly D. Capers known to me to be an Assistant Vice
President of Wilmington Trust, National Association, that executed the within instrument, and also known to me to be the person
who executed it on behalf of such national banking association, and acknowledged to me that such national banking association
executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Christina Bader
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	CHRISTINA BADER
	 	NOTARY PUBLIC
	 	STATE OF DELAWARE
	 	MY COMMISSION EXPIRES MARCH 22, 2020


 


UBS 2019-C17 – Pooling and Servicing Agreement


 



     


     


    

 


	STATE OF CONNECTICUT	)
	 	)     ss.:
	COUNTY OF FAIRFIELD	)


 


On the 15th day of
October, 2019, before me, a notary public in and for said State, personally appeared James Callahan known to me to
be Executive Director of Pentalpha Surveillance LLC, a limited liability company, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such limited liability company, and
acknowledged to me that such limited liability company executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Melonie S. Williams
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires: 7/31/2024	 
	 	 
	 	 
	MELONIE S. WILLIAMS	 
	Notary Public	 
	Connecticut	 
	My Commission Expires July 31, 2024	 
	 	 


 


UBS 2019-C17 – Pooling and Servicing Agreement


 



     


     


    

 


 







EXHIBIT
A-1


 


FORM
OF CLASS [__] CERTIFICATE


 


CLASS
[__]


 


UBS
COMMERCIAL MORTGAGE TRUST 2019-C17


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-C17, CLASS [__]


 


[FOR
VRR INTEREST CERTIFICATES: THIS CERTIFICATE IS PART OF THE ELIGIBLE VERTICAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULES.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR
BOOK-ENTRY CERTIFICATES: 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


 





 



 





1
       Temporary Regulation S Book-Entry Certificate legend.


 






     A-1-1


     


    

 


WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL CERTIFICATE BALANCE SET FORTH BELOW.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED


 







 



 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement. 


3
       Book-Entry Certificate legend. 


 






     A-1-2


     


    

 


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 “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR
VRR INTEREST CERTIFICATES: 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.]


 


[FOR
CLASS X-F, CLASS X-G, CLASS F, CLASS G AND CLASS NR-RR CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD
OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH
PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






     A-1-3


     


    

 


[FOR
PRINCIPAL BALANCE CERTIFICATES: THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL
BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS
CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON)
THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.] 


 


[FOR
CLASS X CERTIFICATES: THIS [CLASS X-A][CLASS X-B][CLASS X-D][CLASS X-F][CLASS X-G] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL
NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL.]


 


[FOR
CLASS X-A CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3 AND CLASS A-4 CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-B CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-S, CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-D CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS D AND CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-F CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCE OF THE CLASS F CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]



[FOR CLASS X-G CERTIFICATES: THE NOTIONAL AMOUNT OF THIS


 






     A-1-4


     


    

 


CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X CERTIFICATES: THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D][X-F][X-G]
CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST
PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR
SUBORDINATE CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS NR-RR): 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.]


 






     A-1-5


     


    

 


	PASS-THROUGH
                                         RATE: [[____]% per annum] [FOR CLASS X-A, X-B, X-D, X-F, X-G OR ANY WAC OR WAC
                                         CAP CLASS: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[           
        ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 15, 2019

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2019

         

        APPROXIMATE
        AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	MASTER
SERVICER: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
SERVICER: 

        RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: 

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor:  

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET
REPRESENTATIONS REVIEWER: 

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP
        NO.: [           ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [_]-[_]

         






 






     A-1-6


     


    

 


CLASS
[__] CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of
the interest evidenced by this Certificate in the Class [__] Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between UBS COMMERCIAL
MORTGAGE SECURITIZATION CORP. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling
and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates
are designated as the UBS COMMERCIAL MORTGAGE TRUST 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17 and
are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


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


 






     A-1-7


     


    

 


of
the Internal Revenue Code of 1986, as amended (the “Code”). 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS
A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E, F, G and NR-RR): principal and] interest then distributable, if any, allocable to the
Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. [FOR CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E, X-A and X-B CERTIFICATES: Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.] All
sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate specified above on the Certificate Balance
of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E, F, G and NR-RR): Principal and interest] allocated to this Certificate on any
Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including


 






     A-1-8


     


    

 


reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued [FOR BOOK-ENTRY CERTIFICATES:
in book-entry form through the facilities of DTC] in minimum denominations of [FOR REGISTERED PRINCIPAL


 






     A-1-9


     


    

 


BALANCE
CERTIFICATES (CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C): $10,000][FOR NON-REGISTERED PRINCIPAL BALANCE CERTIFICATES: Class
D, Class E, Class F, CLASS G and Class NR-RR: $100,000][FOR CLASS X-A and X-B CERTIFICATES: $1,000,000 initial Notional
Amount][FOR CLASS X-D, X-F AND X-G CERTIFICATES: $250,000 initial Notional Amount] and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance
of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, 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 neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


 (iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of the VRR Interest), 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;


 






     A-1-10


     


    

 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder
of the VRR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Sections 5.03(p) or 5.03(q) of the Pooling and Servicing Agreement or any other
provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of the VRR Interest) 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 Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement 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 Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of the VRR


 






     A-1-11


     


    

 


Interest)
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 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 Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, 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 pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing 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 (including,
for the avoidance of doubt, any Holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)       in
the event the Risk Retention Rule 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; or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may change


 






     A-1-12


     


    

 


any
provision specifically required to be included in the Pooling and Servicing Agreement by any related Intercreditor Agreement or
otherwise materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holder of the VRR Interest)
evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights 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 under the Pooling and Servicing Agreement, 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 Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) 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.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing


 






     A-1-13


     


    

 


Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that any conditions precedent thereto have been satisfied and that such amendment or
the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund, any Trust REMIC or the Grantor Trust, or cause any Trust
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically
required to be included in the Pooling and Servicing Agreement by an Intercreditor Agreement related to a Companion Loan without,
in each case, the consent of the holder of the related Companion Loan(s).


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D and Class E
Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph
of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to all the parties hereto no later than sixty
(60) days prior to the anticipated date of exchange.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






     A-1-14


     


    

 


years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon 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. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and 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.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-1-15


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated:
October 15, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




     A-1-16


     


    




 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 














 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 







 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 





     A-1-17


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 




     A-1-18


     


    

 


EXHIBIT
A-2


 


FORM
OF CLASS [__]-RR CERTIFICATE


 


CLASS
[__]-RR


 


UBS
COMMERCIAL MORTGAGE TRUST 2019-C17


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-C17, CLASS [__]-RR


 


THIS
CERTIFICATE IS PART OF THE ELIGIBLE HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES.


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR
BOOK-ENTRY CERTIFICATES SOLELY FOLLOWING THE TRANSFER RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 





 



 


1
       Temporary Regulation S Book-Entry Certificate legend. 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 







     A-2-1


     


    

 


[FOR
BOOK-ENTRY CERTIFICATES AND CLASS NR-RR CERTIFICATES SOLELY FOLLOWING THE TRANSFER RESTRICTION PERIOD: TRANSFERS OF THIS BOOK-ENTRY
CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 





 



 


3
       Book-Entry Certificate legend.


 






     A-2-2


     


    

 


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.


 


THIS
CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION
RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS
ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED). THE INITIAL PURCHASER OF 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.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION
§ 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED,


 






     A-2-3


     


    

 


RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


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.


 






     A-2-4


     


    

 


	PASS-THROUGH
                                         RATE: [[____]% per annum] [VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
                                         AGREEMENT]

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[          
        ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 15, 2019

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2019

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF THE CLASS [__]-RR CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	MASTER
SERVICER: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
SERVICER: 

        RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: 

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor:  

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET
REPRESENTATIONS REVIEWER: 

        PENTALPHA
        SURVEILLANCE

         

        CUSIP
        NO.: [           ]

         

        ISIN
        NO.: [           ]

         

        COMMON
        CODE NO.: [           ]

         

        CERTIFICATE
        NO.: [_]-[_]

         





     A-2-5


     


    

 


CLASS
[__]-RR CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.


 


THIS
CERTIFIES THAT [VRR CERTIFICATES: RREF III-D UBSCM 2019-C17 MOA, LLC] [HRR CERTIFICATES: RREF III-D UBSCM 2019-C17 MOA-HRR, LLC]
is the registered owner of the interest evidenced by this Certificate in the Class [__]-RR Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
between UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class NR-RR Certificates. The Certificates are designated
as the UBS COMMERCIAL MORTGAGE TRUST 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17 and are issued in
the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


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


 






     A-2-6


     


    

 


of
the Internal Revenue Code of 1986, as amended (the “Code”). 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate specified above on the Certificate Balance
of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on
the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has


 






     A-2-7


     


    

 


provided
the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire
transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement
of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective
Transferee in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate
from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class [__]-RR Certificates will be issued [FOR BOOK-ENTRY CERTIFICATES:
in book-entry form through the facilities of DTC] in minimum denominations of $100,000, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate
Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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


 






     A-2-8


     


    

 


Certificate
Registrar as provided in Section 5.03 of 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 or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, 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 neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of a VRR Interest), 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 provisions of the Pooling and Servicing Agreement 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, 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 (including for the avoidance of doubt, any Holder
of a VRR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Sections 5.03(p) or 5.03(q) of the Pooling and Servicing Agreement or any other
provision of the Pooling and


 






     A-2-9


     


    

 


Servicing
Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall
not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoiding of doubt, any Holder of a VRR Interest) 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 Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement 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 Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 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 Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, 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


 






     A-2-10


     


    

 


confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing 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 (including,
for the avoidance of doubt, any Holder of a VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)       in
the event the Risk Retention Rule 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; or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may change any provision specifically required to be included in the Pooling and Servicing Agreement
by any related Intercreditor Agreement or otherwise materially and adversely affect the holder of a Companion Loan without such
Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including for the avoidance of doubt, any Holder of a VRR Interest) evidencing
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such
amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are


 






     A-2-11


     


    

 


required
to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights 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 under the Pooling and Servicing Agreement, 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 Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) 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.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that any conditions precedent thereto have been satisfied and that such amendment or
the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund, any Trust REMIC or the Grantor Trust, or cause any Trust
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically
required to be included in the Pooling and Servicing Agreement by an Intercreditor Agreement related to a Companion Loan without,
in each case, the consent of the holder of the related Companion Loan(s).


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their


 






     A-2-12


     


    

 


option,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related
Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to
the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D and Class E
Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph
of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to all the parties hereto no later than sixty
(60) days prior to the anticipated date of exchange.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will 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 Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon 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. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and 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.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-2-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated:
October 15, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [__]-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




     A-2-14


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 














 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 







 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.






 




     A-2-15


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 




     A-2-16


     


    

 


EXHIBIT
A-3





 


FORM
OF CLASS Z CERTIFICATE


 


CLASS
Z


 


UBS
COMMERCIAL MORTGAGE TRUST 2019-C17


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-C17, CLASS Z


 



 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN


 






     A-3-1


     


    

 


EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS AN UNDIVIDED beneficial INTEREST IN A PORTION OF A GRANTOR TRUST
THAT HOLDS THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH
PURCHASER OF THIS CERTIFICATE SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT
C TO THE POOLING AND SERVICING AGREEMENT.


 






     A-3-2


     


    

 


	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [__]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 15, 2019

         

        FIRST
        DISTRIBUTION DATE: 

        NOVEMBER 18, 2019

         

        CLASS
        Z PERCENTAGE INTEREST: [100%]

         
	MASTER
                                         SERVICER: 

                                         WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: 

        RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: Z-[__]

         





     A-3-3


     


    

 


CLASS
Z CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class Z Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), among UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing a percentage interest in the Class of Certificates specified on
the face hereof. The Certificates are designated as the UBS COMMERCIAL MORTGAGE TRUST 2019-C17, Commercial Mortgage Pass-Through
Certificates, Series 2019-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class Z Certificate represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest
and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees
to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for
purposes of federal income taxes, state and local income and franchise


 






     A-3-4


     


    

 


taxes
and other taxes imposed on or measured by income.



 


Pursuant
to the terms of the Pooling and Servicing Agreement the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all
as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the
Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator,


 






     A-3-5


     


    

 


directly
or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


The
Class Z Certificates shall be issued, maintained and transferred in minimum percentage interests of 1% of such Class Z Certificates
and in integral multiples of 0.01% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, 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 neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 






     A-3-6


     


    

 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of the VRR Interest), 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 provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder
of the VRR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Sections 5.03(p) or 5.03(q) of the Pooling and Servicing Agreement or any other
provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of the VRR Interest) 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 Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered


 






     A-3-7


     


    

 


satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement 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 Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 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 Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing 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 (including,
for the avoidance of doubt, any Holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 






     A-3-8


     


    

 


(x)       in
the event the Risk Retention Rule 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; or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may change any provision specifically required to be included in the Pooling and Servicing Agreement
by any related Intercreditor Agreement or otherwise materially and adversely affect the holder of a Companion Loan without such
Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holder of the VRR Interest)
evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)      
 reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that
are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights 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 under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 






     A-3-9


     


    

 


(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 Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) 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.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that any conditions precedent thereto have been satisfied and that such amendment or
the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund, any Trust REMIC or the Grantor Trust, or cause any Trust
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically
required to be included in the Pooling and Servicing Agreement by an Intercreditor Agreement related to a Companion Loan without,
in each case, the consent of the holder of the related Companion Loan(s).


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D and Class E
Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of


 






     A-3-10


     


    

 


its
Certificates (other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (iii) of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by
giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will 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 Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon 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. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and 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.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-3-11


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
October 15, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS Z CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




     A-3-12


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 














 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 







 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 





     A-3-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




     A-3-14


     


    

 


EXHIBIT
A-4


 


FORM
OF CLASS R CERTIFICATE


 


CLASS
R


 


UBS
COMMERCIAL MORTGAGE TRUST 2019-C17


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-C17, CLASS R


 


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 C
TO THE POOLING AND SERVICING AGREEMENT. 


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT 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 PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE


 






     A-4-1


     


    

 


FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH
PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS
AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS
CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND
SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE 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 HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS” AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE


 






     A-4-2


     


    

 


DISREGARDED,
THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE
AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






     A-4-3


     


    

 


	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 15, 2019

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2019

         

        CLASS
        R PERCENTAGE INTEREST: [_]%

         
	MASTER
SERVICER: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
SERVICER: 

        RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: 

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor:  

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET
REPRESENTATIONS REVIEWER: 

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP
        NO.: [           ]

         

        ISIN
        NO.: [           ]

         

        CERTIFICATE
        NO.: R-[_]

         

	 	 	 	 




     A-4-4


     


    

 


CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), between UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing a percentage interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the UBS COMMERCIAL MORTGAGE TRUST 2019-C17, Commercial Mortgage Pass-Through
Certificates, Series 2019-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents a “residual interest” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the
“Code”). 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


 






     A-4-5


     


    

 


by
income. The Certificate Administrator will be the “partnership representative” within the meaning of Section 6223
of the Code for each Trust REMIC, and by their acceptance hereof, the Holders of the Class R Certificates agree to such designation.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) of the aggregate amount, if any, distributable with respect to all the Class R Certificates, to the extent and
subject to the limitations set forth in the Pooling and Servicing Agreement, on each Distribution Date to the Person in whose
name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private
debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining


 






     A-4-6


     


    

 


non-tendering
Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate
Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning
the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of
contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar
person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”)
of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become
due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a
foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that
does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a
Permitted Transferee or is acting as an agent


 






     A-4-7


     


    

 


(including
a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly
agrees to be bound by and to abide by the provisions of Sections 5.03(p) or 5.03(q) of the Pooling and Servicing Agreement and
(y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor
substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has
no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that
the proposed transferee’s statements in its Transferee Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, 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 neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of the VRR Interest),


 






     A-4-8


     


    

 


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 provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder
of the VRR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Sections 5.03(p) or 5.03(q) of the Pooling and Servicing Agreement or any other
provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of the VRR Interest) 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 Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement 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 Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such


 






     A-4-9


     


    

 


amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 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 Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing 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 (including,
for the avoidance of doubt, any Holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)       in
the event the Risk Retention Rule 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; or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling


 






     A-4-10


     


    

 


and
Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may change any provision specifically required to
be included in the Pooling and Servicing Agreement by any related Intercreditor Agreement or otherwise materially and adversely
affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holder of the VRR Interest)
evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights 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 under the Pooling and Servicing Agreement, 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 Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) 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.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master


 






     A-4-11


     


    

 


Servicer
nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first received an
Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that any conditions precedent thereto have been satisfied and that such amendment or the exercise of any power granted
to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund, any Trust REMIC or the Grantor Trust, or cause any Trust REMIC to fail to qualify as
a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included
in the Pooling and Servicing Agreement by an Intercreditor Agreement related to a Companion Loan without, in each case, the consent
of the holder of the related Companion Loan(s).


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D and Class E
Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph
of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to all the parties hereto no later than sixty
(60) days prior to the anticipated date of exchange.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






     A-4-12


     


    

 


years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon 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. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and 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.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-4-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
October 15, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     A-4-14


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 














 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 







 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 





     A-4-15


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






     A-4-16


     


    

 




 





EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 




    B-1


     


    




 



	
UBS 2019-C17: Mortgage Loan Schedule


	 	 	 	 	 	 	 	 	 	 
	
Mortgage Loan Number

	
Mortgage Loan Seller

	
Property Name

	
Cut-off Date Balance

	
Address

	
City

	
State

	
Origination Date

	
Maturity Date or Anticipated Repayment Date

	
Gross Mortgage Rate


	
1

	
WFB/UBS AG

	
Grand Canal Shoppes

	
50,384,615

	
3327 & 3377 Las Vegas Boulevard South

	
Las Vegas

	
NV

	
6/3/2019

	
7/1/2029

	
3.740800%


	
2

	
UBS AG

	
Phoenix Industrial Portfolio II

	
40,000,000

	
Various

	
Various

	
Various

	
9/10/2019

	
10/6/2029

	
4.450000%


	
2.01

	
UBS AG

	
Flint

	
9,770,992

	
4444 West Maple Avenue

	
Flint

	
MI

	
 

	
 

	
 


	
2.02

	
UBS AG

	
Beloit

	
8,462,377

	
1 Reynolds Drive

	
Beloit

	
WI

	
 

	
 

	
 


	
2.03

	
UBS AG

	
Jefferson

	
8,375,136

	
351 Collins Road

	
Jefferson

	
WI

	
 

	
 

	
 


	
2.04

	
UBS AG

	
DuBois

	
8,375,136

	
851-891 Beaver Drive

	
DuBois

	
PA

	
 

	
 

	
 


	
2.05

	
UBS AG

	
Huntsville

	
5,016,358

	
1000 James Record Road

	
Huntsville

	
AL

	
 

	
 

	
 


	
3

	
WFB

	
600 & 620 National Avenue

	
38,950,000

	
600 & 620 National Avenue

	
Mountain View

	
CA

	
9/11/2019

	
9/11/2029

	
3.688000%


	
4

	
UBS AG

	
Phoenix Industrial Portfolio I

	
32,950,297

	
Various

	
Various

	
Various

	
8/9/2019

	
9/6/2029

	
3.750000%


	
4.01

	
UBS AG

	
Emerson

	
16,764,712

	
5555 South Packard Avenue

	
Cudahy

	
WI

	
 

	
 

	
 


	
4.02

	
UBS AG

	
St Francis

	
11,732,303

	
4051 South Iowa Avenue & 4120 South Kansas Avenue

	
Saint Francis

	
WI

	
 

	
 

	
 


	
4.03

	
UBS AG

	
Delta

	
4,453,283

	
4931 Denton Fly Road

	
Milan

	
TN

	
 

	
 

	
 


	
5

	
UBS AG

	
10000 Santa Monica Boulevard

	
25,000,000

	
10000 Santa Monica Boulevard

	
Los Angeles

	
CA

	
4/12/2019

	
5/6/2029

	
4.150000%


	
6

	
WFB

	
Global Data Center

	
25,000,000

	
101 Troutman Road

	
Collegeville

	
PA

	
8/6/2019

	
8/11/2029

	
4.320000%


	
7

	
RREF

	
Waramaug Florida Hotel Portfolio

	
24,400,000

	
Various

	
Various

	
FL

	
8/23/2019

	
9/6/2029

	
4.050000%


	
7.01

	
RREF

	
Residence Inn – Port St. Lucie

	
14,400,000

	
1920 Southwest Fountainview Boulevard

	
Port St. Lucie

	
FL

	
 

	
 

	
 


	
7.02

	
RREF

	
Springhill Suites – Tallahassee Central

	
10,000,000

	
1300 Executive Center Drive

	
Tallahassee

	
FL

	
 

	
 

	
 


	
8

	
UBS AG

	
The Chantilly Office Portfolio

	
24,000,000

	
Various

	
Chantilly

	
VA

	
5/16/2019

	
6/6/2029

	
4.150000%


	
8.01

	
UBS AG

	
Stoneleigh I

	
6,130,744

	
4800 Westfields Boulevard

	
Chantilly

	
VA

	
 

	
 

	
 


	
8.02

	
UBS AG

	
Stoneleigh II

	
5,959,871

	
4840 Westfields Boulevard

	
Chantilly

	
VA

	
 

	
 

	
 


	
8.03

	
UBS AG

	
Glenview II

	
4,328,803

	
14155 Newbrook Drive

	
Chantilly

	
VA

	
 

	
 

	
 


	
8.04

	
UBS AG

	
Glenview I

	
4,292,557

	
14151 Newbrook Drive

	
Chantilly

	
VA

	
 

	
 

	
 


	
8.05

	
UBS AG

	
Glenbrook III

	
3,288,026

	
14150 Newbrook Drive

	
Chantilly

	
VA

	
 

	
 

	
 


	
9

	
LCF

	
Fresenius Salt Lake

	
20,973,336

	
3702 S. State Street

	
Salt Lake City

	
UT

	
9/6/2019

	
9/6/2029

	
4.700000%


	
10

	
RMF

	
Centrepointe Plaza

	
20,500,000

	
1040-1100 South Mt. Vernon Avenue

	
Colton

	
CA

	
7/1/2019

	
7/6/2029

	
4.850000%


	
11

	
RREF

	
Nostrand Place

	
19,995,000

	
3780-3858 Nostrand Avenue

	
Brooklyn

	
NY

	
8/22/2019

	
9/6/2029

	
4.250000%


	
12

	
LCF

	
Chelmsford MHC

	
18,200,000

	
270 Littleton Road

	
Chelmsford

	
MA

	
8/1/2019

	
8/6/2029

	
3.943000%


	
13

	
RMF

	
Eagle Point Village Apartments

	
17,400,000

	
830 Allonby Road

	
Fayetteville

	
NC

	
7/30/2019

	
8/6/2029

	
4.200000%


	
14

	
CIBC

	
The Black Building

	
16,650,000

	
5701 Time Square Boulevard

	
Amarillo

	
TX

	
9/11/2019

	
10/1/2029

	
3.980000%


	
15

	
CIBC

	
10-12 Celina Avenue

	
16,510,000

	
10-12 Celina Avenue

	
Nashua

	
NH

	
7/30/2019

	
8/1/2029

	
4.180000%


	
16

	
RMF

	
SpringHill Suites Corona Riverside

	
15,015,357

	
2025 Compton Avenue

	
Corona

	
CA

	
7/18/2019

	
8/6/2029

	
4.930000%


	
17

	
RMF

	
Smoke Tree Village and Smoke Tree Commons

	
15,000,000

	
Various

	
Palm Springs

	
CA

	
7/8/2019

	
7/6/2029

	
4.683000%


	
17.01

	
RMF

	
Smoke Tree Commons

	
9,146,034

	
2465 East Palm Canyon Drive

	
Palm Springs

	
CA

	
 

	
 

	
 


	
17.02

	
RMF

	
Smoke Tree Village

	
5,853,966

	
1733-1793 East Palm Canyon Drive

	
Palm Springs

	
CA

	
 

	
 

	
 


	
18

	
UBS AG

	
CIRE Equity Retail & Industrial Portfolio

	
15,000,000

	
Various

	
Various

	
Various

	
5/9/2019

	
6/6/2029

	
4.139000%


	
18.01

	
UBS AG

	
Wood Village Town Center

	
2,472,047

	
22557 Northeast Park Lane

	
Wood Village

	
OR

	
 

	
 

	
 


	
18.02

	
UBS AG

	
Pecan Promenade

	
2,297,970

	
2735-2755 South 99th Avenue and 9820-9870 West Lower Buckeye Road

	
Tolleson

	
AZ

	
 

	
 

	
 


	
18.03

	
UBS AG

	
Valley Plaza

	
2,090,509

	
3115 South McClintock Drive

	
Tempe

	
AZ

	
 

	
 

	
 


	
18.04

	
UBS AG

	
Pear Tree

	
1,947,433

	
504 East Perkins Street

	
Ukiah

	
CA

	
 

	
 

	
 


	
18.05

	
UBS AG

	
Glendale Market Square

	
1,844,099

	
5840, 5870, 5880, 5890 West Bell Road and 17045 North 59th Avenue

	
Glendale

	
AZ

	
 

	
 

	
 


	
18.06

	
UBS AG

	
Central Park Shopping Center

	
1,677,177

	
7425-7719 East Iliff Avenue and 2150 South Quebec Street

	
Unincorporated Arapahoe

	
CO

	
 

	
 

	
 


	
18.07

	
UBS AG

	
Val Vista Towne Center

	
1,478,459

	
1395-1505 East Warner Road

	
Gilbert

	
AZ

	
 

	
 

	
 


	
18.08

	
UBS AG

	
2641 Hall Ave - Riverside, CA

	
436,352

	
2641 Hall Avenue

	
Riverside

	
CA

	
 

	
 

	
 


	
18.09

	
UBS AG

	
606 W Troy - Indianapolis, IN

	
325,897

	
606 West Troy Avenue

	
Indianapolis

	
IN

	
 

	
 

	
 


	
18.1

	
UBS AG

	
Homeland - Bartow, FL

	
230,512

	
5700 US Highway 17 South

	
Bartow

	
FL

	
 

	
 

	
 


	
18.11

	
UBS AG

	
2621 Hall Ave - Riverside, CA

	
199,544

	
2621 Hall Avenue

	
Riverside

	
CA

	
 

	
 

	
 


	
19

	
CIBC

	
Courtyard by Marriott Mt. Juliet

	
14,840,000

	
1980 Providence Parkway

	
Mount Juliet

	
TN

	
9/11/2019

	
10/1/2029

	
3.950000%


	
20

	
LCF

	
Hudson River Hotel

	
14,183,560

	
442 West 36th Street

	
New York

	
NY

	
9/3/2019

	
9/6/2029

	
5.200000%


	
21

	
CIBC

	
Hampton Inn & Suites Mt. Juliet

	
13,880,000

	
5001 Crossings Circle

	
Mount Juliet

	
TN

	
9/11/2019

	
10/1/2029

	
4.080000%


	
22

	
UBS AG

	
Gateway Tower

	
13,850,000

	
1 Memorial Drive

	
St Louis

	
MO

	
9/11/2019

	
9/6/2029

	
4.015000%


	
23

	
RREF

	
Gatlin Retail Portfolio

	
13,775,000

	
Various

	
Various

	
Various

	
9/13/2019

	
10/6/2029

	
3.940000%


	
23.01

	
RREF

	
The Forum at Gateways

	
9,444,059

	
44575 Mound Road

	
Sterling Heights

	
MI

	
 

	
 

	
 


	
23.02

	
RREF

	
Wilson Square Shopping Center

	
4,330,941

	
6855 Wilson Boulevard

	
Jacksonville

	
FL

	
 

	
 

	
 


	
24

	
UBS AG

	
Ambler Yards

	
13,300,000

	
300 Brookside Avenue

	
Ambler

	
PA

	
5/9/2019

	
6/6/2029

	
4.750000%


	
25

	
UBS AG

	
Blackmore Marketplace

	
13,100,000

	
5030-5040, 5063, 5091 East 2nd Street and 401-555 Newport Road

	
Casper

	
WY

	
8/9/2019

	
8/6/2029

	
4.048000%


	
26

	
UBS AG

	
Maui Portfolio

	
12,500,000

	
Various

	
Various

	
HI

	
5/22/2019

	
6/6/2029

	
5.750000%


	
26.01

	
UBS AG

	
Maui Beach Hotel

	
8,289,474

	
170 West Kaahumanu Avenue

	
Kahului

	
HI

	
 

	
 

	
 


	
26.02

	
UBS AG

	
Maui Nui Golf Course

	
4,210,526

	
470 Lipoa Parkway

	
Kihei

	
HI

	
 

	
 

	
 


	
27

	
LCF

	
Motus Headquarters

	
12,200,000

	
88 East 48th Street

	
Holland

	
MI

	
6/21/2019

	
7/6/2029

	
4.400000%


	
28

	
UBS AG

	
Comfort Inn & Suites - Seattle

	
11,585,000

	
19333 International Boulevard

	
SeaTac

	
WA

	
9/9/2019

	
9/6/2029

	
4.600000%


	
29

	
WFB

	
Landing at Fancher Creek

	
11,500,000

	
921 North Peach Avenue

	
Fresno

	
CA

	
9/11/2019

	
9/11/2029

	
4.220000%


	
30

	
WFB

	
The Bijou Building

	
11,400,000

	
1221-1235 Hermosa Avenue

	
Hermosa Beach

	
CA

	
8/5/2019

	
8/11/2029

	
3.800000%


	
31

	
LCF

	
Howell Industrial Portfolio

	
11,235,585

	
1051-1199 Austin Court

	
Howell

	
MI

	
8/29/2019

	
9/6/2029

	
4.650000%


	
31.01

	
LCF

	
Hatch Stamping

	
6,341,863

	
1051 Austin Court

	
Howell

	
MI

	
 

	
 

	
 


	
31.02

	
LCF

	
TK Holdings

	
4,893,721

	
1199 Austin Court

	
Howell

	
MI

	
 

	
 

	
 


	
32

	
LCF

	
Pikeville Commons

	
10,880,890

	
111 Justice Way

	
Pikeville

	
KY

	
8/30/2019

	
9/6/2029

	
4.710000%


	
33

	
RREF

	
Courtyard by Marriott Secaucus

	
10,000,000

	
455 Harmon Meadow Boulevard

	
Secaucus

	
NJ

	
9/12/2019

	
10/6/2029

	
4.250000%


	
34

	
UBS AG

	
Meidinger Tower

	
9,000,000

	
462 South 4th Street

	
Louisville

	
KY

	
7/9/2019

	
7/6/2029

	
4.520000%


	
35

	
RREF

	
The Cliffs at Waterford

	
8,650,000

	
859 Cliff Circle

	
Spring Lake

	
NC

	
9/11/2019

	
10/6/2029

	
3.880000%


	
36

	
RREF

	
Staybridge Suites Benton Harbor 

	
8,488,807

	
1275 Cinema Way

	
Benton Harbor

	
MI

	
8/13/2019

	
9/6/2029

	
4.500000%


	
37

	
RMF

	
Home2 Suites Cartersville

	
8,478,509

	
1320 East Main Street

	
Cartersville

	
GA

	
7/15/2019

	
8/6/2029

	
4.470000%


	
38

	
WFB

	
Corporate Place

	
8,250,000

	
3150 Corporate Place

	
Hayward

	
CA

	
7/19/2019

	
8/11/2029

	
3.500000%


	
39

	
RMF

	
New Hampshire Self Storage Portfolio

	
8,250,000

	
Various

	
Various

	
NH

	
7/18/2019

	
8/6/2024

	
4.490000%


	
39.01

	
RMF

	
Seacoast Self Storage

	
4,600,000

	
219 Lafayette Road

	
North Hampton

	
NH

	
 

	
 

	
 


	
39.02

	
RMF

	
Derry Self Storage

	
3,650,000

	
23 Ashleigh Drive

	
Derry

	
NH

	
 

	
 

	
 


	
40

	
RREF

	
Springhill Suites Auburn Hills

	
8,228,420

	
4919 Interpark Drive

	
Lake Orion

	
MI

	
8/5/2019

	
8/6/2029

	
4.300000%


	
41

	
CIBC

	
San Antonio Hotel Portfolio

	
7,150,000

	
Various

	
Various

	
TX

	
9/4/2019

	
10/1/2029

	
4.900000%


	
41.01

	
CIBC

	
La Quinta San Antonio

	
4,000,000

	
6111 Interstate Highway 10 East

	
San Antonio

	
TX

	
 

	
 

	
 


	
41.02

	
CIBC

	
Best Western Elmendorf

	
3,150,000

	
20015 Eagle Ford Way

	
Elmendorf

	
TX

	
 

	
 

	
 


	
42

	
CIBC

	
Best Western El Grande Inn

	
7,100,000

	
15135 Lakeshore Drive

	
Clearlake

	
CA

	
9/5/2019

	
10/1/2029

	
4.250000%


	
43

	
RMF

	
MainStay Suites Grantville Hershey

	
6,983,107

	
105 Kelley Court

	
Grantville

	
PA

	
7/31/2019

	
8/6/2029

	
4.700000%


	
44

	
RMF

	
Fairfield Inn & Suites Holiday Tarpon Springs 

	
6,982,408

	
3060 U.S. Highway 19

	
Holiday

	
FL

	
7/18/2019

	
8/6/2029

	
4.500000%


	
45

	
RMF

	
Indian Lake West Plaza

	
6,500,000

	
259 Indian Lake Boulevard

	
Hendersonville

	
TN

	
7/31/2019

	
8/6/2029

	
4.500000%


	
46

	
UBS AG

	
El Segundo Plaza

	
6,325,208

	
215-275 Main Street

	
El Segundo

	
CA

	
7/18/2019

	
8/6/2029

	
3.800000%


	
47

	
RMF

	
Hampton Inn Belton

	
6,136,048

	
16410 Cornerstone Drive

	
Belton

	
MO

	
7/17/2019

	
8/6/2029

	
5.000000%


	
48

	
LCF

	
87 East 4th Street

	
6,100,000

	
87 East 4th Street

	
New York

	
NY

	
8/27/2019

	
9/6/2029

	
4.650000%


	
49

	
UBS AG

	
Norman’s Crossing

	
5,150,000

	
365 Peachtree Parkway

	
Cumming

	
GA

	
8/27/2019

	
9/6/2029

	
4.300000%


	
50

	
WFB

	
Windsor Park Apartments

	
5,000,000

	
3001 Arroyo Drive

	
Victoria

	
TX

	
8/9/2019

	
8/11/2029

	
4.410000%


	
51

	
LCF

	
Walgreens Douglasville

	
4,650,000

	
3851 Chapel Hill Road

	
Douglasville

	
GA

	
9/6/2019

	
9/6/2029

	
4.480000%


	
52

	
RMF

	
Northern Hills Shopping Center

	
4,556,250

	
12311 Nacogdoches Road

	
San Antonio

	
TX

	
7/29/2019

	
8/6/2029

	
4.440000%


	
53

	
RMF

	
Webb’s Plaza

	
4,518,480

	
800-850 3rd Avenue South

	
Saint Petersburg

	
FL

	
9/9/2019

	
9/6/2029

	
4.000000%


	
54

	
LCF

	
Walgreens Tupelo

	
4,450,000

	
834 Barnes Crossing Road

	
Tupelo

	
MS

	
9/6/2019

	
9/6/2029

	
4.480000%


	
55

	
RMF

	
Best Western Plus - Newport News

	
4,392,332

	
500 Operations Drive

	
Newport News

	
VA

	
8/23/2019

	
9/6/2029

	
4.750000%


	
56

	
WFB

	
Nut Tree 1670

	
4,300,000

	
1670 East Monte Vista Avenue

	
Vacaville

	
CA

	
7/31/2019

	
8/11/2029

	
4.080000%


	
57

	
UBS AG

	
Parkway Village West

	
4,228,000

	
3071-3141 South Perkins Road & 4660-4690 Knight Arnold Road

	
Memphis

	
TN

	
9/10/2019

	
9/6/2029

	
4.350000%


	
58

	
LCF

	
Walgreens Lexington

	
4,050,000

	
5220 Sunset Boulevard

	
Lexington 

	
SC

	
9/6/2019

	
9/6/2029

	
4.480000%


	
59

	
RMF

	
Military Plaza

	
3,750,000

	
1456 - 1528 Military Road

	
Benton

	
AR

	
8/23/2019

	
9/6/2029

	
4.100000%


	
60

	
RMF

	
Ashgrove Apartments

	
3,475,622

	
481 Hambrick Road

	
Stone Mountain

	
GA

	
9/5/2019

	
9/6/2029

	
4.750000%


	
61

	
RMF

	
Eagle Springs Professional Center

	
3,350,000

	
5510 and 5514 Atascocita Road

	
Humble

	
TX

	
8/6/2019

	
8/6/2029

	
4.300000%


	
62

	
RREF

	
Safe and Sound Storage

	
2,590,905

	
9807 Maurice Avenue 

	
Maurice

	
LA

	
8/1/2019

	
8/6/2029

	
4.500000%


	
63

	
RREF

	
Twin Oaks Apartments

	
2,516,621

	
915, 935 and 1015 South Court Street

	
Circleville

	
OH

	
8/14/2019

	
9/6/2029

	
4.400000%


	
64

	
RREF

	
Cavalier Manor Apartments

	
2,475,000

	
24563 Kelly Road

	
Eastpointe

	
MI

	
9/11/2019

	
10/6/2029

	
4.500000%


	
65

	
UBS AG

	
Ludington Retail Center

	
2,371,762

	
5530-5560 West US-10

	
Ludington

	
MI

	
8/6/2019

	
8/6/2029

	
4.700000%


	
66

	
LCF

	
Dollar General Fayette

	
1,071,000

	
599 South Church Street

	
Fayette

	
MO

	
9/6/2019

	
9/6/2029

	
4.930000%


	
67

	
RREF

	
FedEx Muncie

	
950,000

	
3801 South Cowan Road

	
Muncie

	
IN

	
9/12/2019

	
10/6/2029

	
4.600000%


	
68

	
LCF

	
Dollar General� Centralia

	
931,000

	
1948 East McCord Street

	
Centralia

	
IL

	
9/6/2019

	
9/6/2029

	
5.430000%


	
69

	
LCF

	
Dollar General� Hubbard Lake

	
903,000

	
1697 West Hubert Street

	
Hubbard Lake

	
MI

	
9/6/2019

	
9/6/2029

	
4.930000%


	
70

	
LCF

	
Dollar General Trenton

	
875,000

	
201 Main Street

	
Trenton

	
MO

	
9/6/2019

	
9/6/2029

	
5.580000%





 




 




 

	
UBS 2019-C17: Mortgage Loan Schedule


	 	 	 	 	 	 	 	 	 	 
	
Mortgage Loan Number

	
Mortgage Loan Seller

	
Property Name

	
Original Term to Maturity or ARD

	
Remaining Term to Maturity or ARD

	
Amortization Type

	
Original Amortization Term

	
ARD

	
Master & Primary Servicing Fee Rate (%)

	
Sub-Servicer Fee Rate (%)


	
1

	
WFB/UBS AG

	
Grand Canal Shoppes

	
120

	
117

	
 Full IO 

	
0

	
No

	
0.001250%

	
0.002500%


	
2

	
UBS AG

	
Phoenix Industrial Portfolio II

	
120

	
120

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
2.01

	
UBS AG

	
Flint

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2.02

	
UBS AG

	
Beloit

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2.03

	
UBS AG

	
Jefferson

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2.04

	
UBS AG

	
DuBois

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2.05

	
UBS AG

	
Huntsville

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
3

	
WFB

	
600 & 620 National Avenue

	
120

	
119

	
 Full IO 

	
0

	
No

	
0.002500%

	
0.000000%


	
4

	
UBS AG

	
Phoenix Industrial Portfolio I

	
120

	
119

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
4.01

	
UBS AG

	
Emerson

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
4.02

	
UBS AG

	
St Francis

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
4.03

	
UBS AG

	
Delta

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
5

	
UBS AG

	
10000 Santa Monica Boulevard

	
120

	
115

	
 Full IO 

	
0

	
No

	
0.001250%

	
0.001250%


	
6

	
WFB

	
Global Data Center

	
120

	
118

	
 Full IO 

	
0

	
No

	
0.002500%

	
0.020000%


	
7

	
RREF

	
Waramaug Florida Hotel Portfolio

	
120

	
119

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
7.01

	
RREF

	
Residence Inn – Port St. Lucie

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
7.02

	
RREF

	
Springhill Suites – Tallahassee Central

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
8

	
UBS AG

	
The Chantilly Office Portfolio

	
120

	
116

	
 Full IO 

	
0

	
No

	
0.002500%

	
0.000000%


	
8.01

	
UBS AG

	
Stoneleigh I

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
8.02

	
UBS AG

	
Stoneleigh II

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
8.03

	
UBS AG

	
Glenview II

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
8.04

	
UBS AG

	
Glenview I

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
8.05

	
UBS AG

	
Glenbrook III

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
9

	
LCF

	
Fresenius Salt Lake

	
120

	
119

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
10

	
RMF

	
Centrepointe Plaza

	
120

	
117

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
11

	
RREF

	
Nostrand Place

	
120

	
119

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
12

	
LCF

	
Chelmsford MHC

	
120

	
118

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
13

	
RMF

	
Eagle Point Village Apartments

	
120

	
118

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
14

	
CIBC

	
The Black Building

	
120

	
120

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
15

	
CIBC

	
10-12 Celina Avenue

	
120

	
118

	
 Full IO 

	
0

	
No

	
0.002500%

	
0.000000%


	
16

	
RMF

	
SpringHill Suites Corona Riverside

	
120

	
118

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
17

	
RMF

	
Smoke Tree Village and Smoke Tree Commons

	
120

	
117

	
 Partial IO 

	
360

	
No

	
0.003750%

	
0.000000%


	
17.01

	
RMF

	
Smoke Tree Commons

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
17.02

	
RMF

	
Smoke Tree Village

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18

	
UBS AG

	
CIRE Equity Retail & Industrial Portfolio

	
120

	
116

	
 Full IO 

	
0

	
No

	
0.001250%

	
0.008950%


	
18.01

	
UBS AG

	
Wood Village Town Center

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.02

	
UBS AG

	
Pecan Promenade

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.03

	
UBS AG

	
Valley Plaza

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.04

	
UBS AG

	
Pear Tree

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.05

	
UBS AG

	
Glendale Market Square

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.06

	
UBS AG

	
Central Park Shopping Center

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.07

	
UBS AG

	
Val Vista Towne Center

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.08

	
UBS AG

	
2641 Hall Ave - Riverside, CA

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.09

	
UBS AG

	
606 W Troy - Indianapolis, IN

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.1

	
UBS AG

	
Homeland - Bartow, FL

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.11

	
UBS AG

	
2621 Hall Ave - Riverside, CA

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
19

	
CIBC

	
Courtyard by Marriott Mt. Juliet

	
120

	
120

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
20

	
LCF

	
Hudson River Hotel

	
120

	
119

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
21

	
CIBC

	
Hampton Inn & Suites Mt. Juliet

	
120

	
120

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
22

	
UBS AG

	
Gateway Tower

	
120

	
119

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
23

	
RREF

	
Gatlin Retail Portfolio

	
120

	
120

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
23.01

	
RREF

	
The Forum at Gateways

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
23.02

	
RREF

	
Wilson Square Shopping Center

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
24

	
UBS AG

	
Ambler Yards

	
120

	
116

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
25

	
UBS AG

	
Blackmore Marketplace

	
120

	
118

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
26

	
UBS AG

	
Maui Portfolio

	
120

	
116

	
 Partial IO 

	
360

	
No

	
0.001250%

	
0.001250%


	
26.01

	
UBS AG

	
Maui Beach Hotel

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
26.02

	
UBS AG

	
Maui Nui Golf Course

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
27

	
LCF

	
Motus Headquarters

	
120

	
117

	
 Full IO 

	
0

	
No

	
0.002500%

	
0.000000%


	
28

	
UBS AG

	
Comfort Inn & Suites - Seattle

	
120

	
119

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
29

	
WFB

	
Landing at Fancher Creek

	
120

	
119

	
 Partial IO 

	
360

	
No

	
0.001250%

	
0.002500%


	
30

	
WFB

	
The Bijou Building

	
120

	
118

	
 Full IO 

	
0

	
No

	
0.002500%

	
0.000000%


	
31

	
LCF

	
Howell Industrial Portfolio

	
120

	
119

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
31.01

	
LCF

	
Hatch Stamping

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
31.02

	
LCF

	
TK Holdings

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
32

	
LCF

	
Pikeville Commons

	
120

	
119

	
 Amortizing 

	
300

	
No

	
0.002500%

	
0.000000%


	
33

	
RREF

	
Courtyard by Marriott Secaucus

	
120

	
120

	
 Amortizing 

	
300

	
No

	
0.002500%

	
0.000000%


	
34

	
UBS AG

	
Meidinger Tower

	
120

	
117

	
 Partial IO 

	
360

	
No

	
0.001250%

	
0.001250%


	
35

	
RREF

	
The Cliffs at Waterford

	
120

	
120

	
 Full IO 

	
0

	
No

	
0.002500%

	
0.000000%


	
36

	
RREF

	
Staybridge Suites Benton Harbor 

	
120

	
119

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
37

	
RMF

	
Home2 Suites Cartersville

	
120

	
118

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
38

	
WFB

	
Corporate Place

	
120

	
118

	
 Full IO 

	
0

	
No

	
0.002500%

	
0.000000%


	
39

	
RMF

	
New Hampshire Self Storage Portfolio

	
60

	
58

	
 Full IO 

	
0

	
No

	
0.002500%

	
0.000000%


	
39.01

	
RMF

	
Seacoast Self Storage

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
39.02

	
RMF

	
Derry Self Storage

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
40

	
RREF

	
Springhill Suites Auburn Hills

	
120

	
118

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
41

	
CIBC

	
San Antonio Hotel Portfolio

	
120

	
120

	
 Amortizing 

	
324

	
No

	
0.002500%

	
0.000000%


	
41.01

	
CIBC

	
La Quinta San Antonio

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
41.02

	
CIBC

	
Best Western Elmendorf

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
42

	
CIBC

	
Best Western El Grande Inn

	
120

	
120

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
43

	
RMF

	
MainStay Suites Grantville Hershey

	
120

	
118

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
44

	
RMF

	
Fairfield Inn & Suites Holiday Tarpon Springs 

	
120

	
118

	
 Amortizing 

	
360

	
No

	
0.001250%

	
0.060000%


	
45

	
RMF

	
Indian Lake West Plaza

	
120

	
118

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
46

	
UBS AG

	
El Segundo Plaza

	
120

	
118

	
 Amortizing 

	
300

	
No

	
0.002500%

	
0.000000%


	
47

	
RMF

	
Hampton Inn Belton

	
120

	
118

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
48

	
LCF

	
87 East 4th Street

	
120

	
119

	
 Full IO 

	
0

	
No

	
0.002500%

	
0.000000%


	
49

	
UBS AG

	
Norman’s Crossing

	
120

	
119

	
 Full IO 

	
0

	
No

	
0.002500%

	
0.000000%


	
50

	
WFB

	
Windsor Park Apartments

	
120

	
118

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
51

	
LCF

	
Walgreens Douglasville

	
120

	
119

	
 Full IO, ARD 

	
0

	
Yes

	
0.002500%

	
0.000000%


	
52

	
RMF

	
Northern Hills Shopping Center

	
120

	
118

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
53

	
RMF

	
Webb’s Plaza

	
120

	
119

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
54

	
LCF

	
Walgreens Tupelo

	
120

	
119

	
 Full IO, ARD 

	
0

	
Yes

	
0.002500%

	
0.000000%


	
55

	
RMF

	
Best Western Plus - Newport News

	
120

	
119

	
 Amortizing 

	
300

	
No

	
0.002500%

	
0.000000%


	
56

	
WFB

	
Nut Tree 1670

	
120

	
118

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
57

	
UBS AG

	
Parkway Village West

	
120

	
119

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
58

	
LCF

	
Walgreens Lexington

	
120

	
119

	
 Full IO, ARD 

	
0

	
Yes

	
0.002500%

	
0.000000%


	
59

	
RMF

	
Military Plaza

	
120

	
119

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
60

	
RMF

	
Ashgrove Apartments

	
120

	
119

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
61

	
RMF

	
Eagle Springs Professional Center

	
120

	
118

	
 Partial IO 

	
360

	
No

	
0.002500%

	
0.000000%


	
62

	
RREF

	
Safe and Sound Storage

	
120

	
118

	
 Amortizing 

	
300

	
No

	
0.002500%

	
0.000000%


	
63

	
RREF

	
Twin Oaks Apartments

	
120

	
119

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
64

	
RREF

	
Cavalier Manor Apartments

	
120

	
120

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
65

	
UBS AG

	
Ludington Retail Center

	
120

	
118

	
 Amortizing 

	
360

	
No

	
0.002500%

	
0.000000%


	
66

	
LCF

	
Dollar General Fayette

	
120

	
119

	
 Full IO, ARD 

	
0

	
Yes

	
0.002500%

	
0.000000%


	
67

	
RREF

	
FedEx Muncie

	
120

	
120

	
 Amortizing 

	
300

	
No

	
0.002500%

	
0.000000%


	
68

	
LCF

	
Dollar General� Centralia

	
120

	
119

	
 Full IO, ARD 

	
0

	
Yes

	
0.002500%

	
0.000000%


	
69

	
LCF

	
Dollar General� Hubbard Lake

	
120

	
119

	
 Full IO, ARD 

	
0

	
Yes

	
0.002500%

	
0.000000%


	
70

	
LCF

	
Dollar General Trenton

	
120

	
119

	
 Full IO, ARD 

	
0

	
Yes

	
0.002500%

	
0.000000%





 




 



 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services – UBS Commercial Mortgage Trust 2019-C17 


[OR
OTHER CERTIFICATE REGISTRAR]


 


UBS
Commercial Mortgage Securitization Corp. 


1285
Avenue of the Americas, 11th Floor 


New
York, New York 10019 


Attention:
Nicholas Galeone


 


		Re:	Transfer
                                         of UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-C17



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of UBS Commercial Mortgage Trust 2019-C17, Commercial
Mortgage Pass-Through Certificates, Series 2019-C17 in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate [Certificate Balance][Notional Amount][__%
Percentage Interest] of Class ___ Certificates (collectively, the “Certificates”). Capitalized terms used and
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
within the meaning of Rule 501(a)(1),




 





 



 





*
Purchaser must select one of the following two certifications. 




 






    Exhibit C-1


     


    




 





			(2),
(3) or (7) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities
Act”) or any entity in which all of the equity owners are “accredited investors” within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D (each, 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 its investment in the
Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s
or such account’s investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one
or more accounts, each of which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment
discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.



 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.             The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially
in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust for any costs incurred
by it in connection with the proposed transfer. The Purchaser understands that the Certificates (and any subsequent Certificates)
have not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent
to reoffer, resell, pledge or transfer the Certificates only to certain investors in certain exempted transactions) as expressed
herein.


 


3.             The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.             The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot be


 






    Exhibit C-2


     


    

 


reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.             The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.             The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 


7.             Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Registrar (or its agent)
                                         with respect to distributions to be made on the Certificates. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
                                         as applicable), which identifies such Purchaser as the beneficial owner of the Certificates
                                         and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all
                                         appropriate attachments) or (iii)]*** two duly executed copies of IRS Form
                                         W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of
                                         the Certificates and state that interest and original issue discount on the Certificates
                                         and Permitted Investments is, or is expected to be, effectively connected with a U.S.
                                         trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
                                         [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the
                                         case may be,]*** any applicable successor IRS forms, or such other certifications as
                                         the Certificate Registrar may reasonably request, on or before the date that any such
                                         IRS form or certification expires or becomes obsolete, or promptly after the occurrence
                                         of any event requiring a change in the most recent IRS form of certification furnished
                                         by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax


 





 



 





**
 Each Purchaser must include one of the two alternative certifications.


 


***
 Does not apply to a transfer of Class R Certificates. 




 



    Exhibit C-3


     


    

 


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).


 


		8.	Please
make all payments due on the Certificates:****



 


		☐	(a)	 by wire transfer to the following account at a bank
or entity in New York, New York, having appropriate facilities therefor:



 





	 	 	 	 	 
	Bank:	 	 
	ABA #:	 	 
	Account #:	 
	Attention:	 


  


		☐	(b) 	by mailing a check or draft to the following address:




 





	 
	 
	 
	 



 9.             If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser] 
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:




 


Dated:


 


 



  





****   Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


 




    Exhibit C-4


     


    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) – UBS Commercial Mortgage Trust 2019-C17 


[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of October
                                         1, 2019, by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells
                                         Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as
                                         Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as
                                         Operating Advisor and as Asset Representations Reviewer



 





	STATE OF	)
	 	)        ss.:
	COUNTY OF 	)


 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.             I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.             The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC,” respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.             The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any


 



    Exhibit D-1-1


     


    

 


possession of the United States or any agency
or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any
of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of
the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the
Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other Person
so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the
Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest
in a Class R Certificate by such Person may cause a Trust REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability
for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Class R Certificate to such Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.             The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.             The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.             No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.             The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.             Check
the applicable paragraph:


 


☐             The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)             the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)            the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)          the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






    Exhibit D-1-2


     


    

 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section
11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the Purchaser.


 


☐            The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)            the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)           at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)          the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)          the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐            None
of the above.


 


9.            The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.           The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.           The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit D-1-3


     


    

 


12.           The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.           The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.           The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.           The
Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” of each
Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 


	 	By:	     
	 	 	Name:
	 	 	Title:





 




    Exhibit D-1-4


     


    

 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 





	 	 	Notary
    Public in and for the

    State of _______________
	 	 	 
	[SEAL]	 
	 	 
	My Commission
    expires:	 
	 	 	 


 




    Exhibit D-1-5


     


    

 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) – UBS Commercial Mortgage Trust 2019-C17 


[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17 (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), by and among UBS Commercial
Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)           No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)           The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)           The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in


 



    Exhibit D-2-1


     


    

 


the future. The Transferor understands that the transfer
of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be
liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 
	 	 	(Transferor) 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-2-2


     


    

 


EXHIBIT
D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF Risk Retention Certificates and the VRR INterest


 


[Date]


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody (CMBS) – UBS 2019-C17 


Email:
riskretentioncustody@wellsfargo.com 


[OR
OTHER CERTIFICATE REGISTRAR]


 


Rialto
Real Estate Fund III – Debt, LP

c/o Rialto Capital Management LLC 


600
Madison Avenue, 12th Floor 


New
York, New York 10022 


Attention:
Josh Cromer 


Fax
number: (212) 751-4646


 


Rialto
Real Estate Fund III – Debt, LP

c/o Rialto Capital Management LLC 


600
Madison Avenue, 12th Floor 


New
York, New York 10022 


Attention:
Joseph Bachkosky 


Fax
number: (212) 751-4646


 


UBS
Commercial Mortgage Securitization Corp. 


1285
Avenue of the Americas, 11th Floor


 New
York, New York 10019 


Attention:
Nicholas Galeone


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of October
                                         1, 2019, by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells
                                         Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as
                                         Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as
                                         Operating Advisor and as Asset Representations Reviewer



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining
sponsor” as such term is defined in Regulation RR, that:


 






    Exhibit D-3-1


     


    

 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the [Class NR-RR Certificates]
                                         [Class [__] Certificates evidencing [a portion of] the VRR Interest] from [_____] (the
                                         “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of a
                                         [Class NR-RR Certificate] [Certificate evidencing all or a portion of the VRR Interest]
                                         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.	With
                                         the exception of any Class Z Certificate, any transfer of a Certificate to a Plan or
                                         person acting on behalf of or using the assets of a Plan (including an ERISA Restricted
                                         Certificate evidencing a portion of the VRR Interest to an insurance company general
                                         account relying on Sections I and III of PTCE 95-60) will be effected through UBS Securities
                                         LLC, Wells Fargo Securities, LLC, CIBC World Markets Corp., Drexel Hamilton, LLC, Academy
                                         Securities, Inc., Bancroft Capital, LLC or Brean Capital, LLC. No Class Z Certificate
                                         may be transferred to a Plan or any person acting on behalf of or using the assets of any
                                         such Plan.



 


		4.	Check
                                         one of the following:










 


		☐	The Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining
sponsor” as such term is defined in Regulation RR and the Depositor that the transfer will occur during the Transfer Restriction
Period and that:



 


		A.	The transfer will comply with all applicable requirements of Regulation RR.



 


		B.	It will be bound by the U.S. Credit Risk Retention Agreement, between Rialto Real Estate Fund III-Debt,
LP, RREF III-D UBSCM 2019-C17 MOA, LLC, RREF III-D UBSCM 2019-C17 MOA-HRR, LLC, UBS AG, by and through its New York branch office
at 1285 Avenue of the Americas, New York, New York, Rialto Mortgage
Finance, LLC, Ladder Capital Finance LLC, CIBC Inc. and Wells Fargo Bank, National Association, dated and effective
as of September 26, 2019 (the “Credit Risk Retention Agreement”) as if it were a party to such agreement.



 


		C.	It hereby makes each representation set forth in Section 4(i) – (vii) of the Credit Risk
Retention Agreement.



 


		D.	It 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
[Class NR-RR Certificate] [VRR Interest] will satisfy the risk retention requirements of the Transferor, in its capacity as [sponsor][originator]
under the Risk Retention Rules.





 


☐
     The Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining
sponsor” as such term is defined in Regulation RR and the Depositor, that the transfer will occur after the termination
of the Transfer Restriction Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 



	 	By:	     
	 	 	Name:
	 	 	Title:








    Exhibit D-3-2


     


    

 


	 	By:	     
	 	 	Name:
	 	 	Title:





 









    Exhibit D-3-3


     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


UBS
Commercial Mortgage Securitization Corp.


 


	By:	     	 
	 	Name:	 
	 	Title:	 





 


	By:	     	 
	 	Name:	 
	 	Title:	 





 


[Medallion
Stamp Guarantee]


 







 


Rialto
Real Estate Fund III – Debt, LP


 


	By:	     	 
	 	Name:	 
	 	Title:	 






 


[Medallion
Stamp Guarantee]


 









    Exhibit D-3-4


     


    

 


EXHIBIT
D-4


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF Risk Retention Certificates and the VRR Interest


 


[Date]


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody (CMBS) – UBS 2019-C17 


Email:
riskretentioncustody@wellsfargo.com 


[OR
OTHER CERTIFICATE REGISTRAR]


 


Rialto
Real Estate Fund III – Debt, LP

c/o Rialto Capital Management LLC 


600
Madison Avenue, 12th Floor 


New
York, New York 10022 


Attention:
Josh Cromer 


Fax
number: (212) 751-4646


 


Rialto
Real Estate Fund III – Debt, LP

c/o Rialto Capital Management LLC 


600
Madison Avenue, 12th Floor 


New
York, New York 10022 


Attention:
Joseph Bachkosky 


Fax
number: (212) 751-4646


 


UBS
Commercial Mortgage Securitization Corp. 


1285
Avenue of the Americas, 11th Floor 


New
York, New York 10019 


Attention:
Nicholas Galeone


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17 (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of $[_____] Certificate Balance of the Class [__] Certificates evidencing [a portion of the VRR Interest] [which are Risk Retention
Certificates]. The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the
“Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized


 



    Exhibit D-4-1


     


    

 


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 the Pooling and Servicing Agreement.



 


		2.	With
                                         the exception of any Class Z Certificate, any transfer of a Certificate to a Plan or
                                         person acting on behalf of or using the assets of a Plan (including an ERISA Restricted
                                         Certificate evidencing a portion of the VRR Interest to an insurance company general
                                         account relying on Sections I and III of PTCE 95-60) will be effected through UBS Securities
                                         LLC, Wells Fargo Securities, LLC, CIBC World Markets Corp., Drexel Hamilton, LLC, Academy
                                         Securities, Inc., Bancroft Capital, LLC or Brean Capital, LLC.. No Class Z Certificate
                                         may be transferred to a Plan or any person acting on behalf of or using the assets of any
                                         such Plan.



 


		3.	Check
                                         one of the following:










 


		☐	The Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining
sponsor” as such term is defined in Regulation RR and the Depositor that the transfer will occur during the Transfer Restriction
Period and that:



 


		A.	The transfer will comply with all applicable requirements of Regulation RR.



 


		B.	The Transfer is in compliance with the U.S. Credit Risk Retention Agreement, between Rialto Real
Estate Fund III-Debt, LP, RREF III-D UBSCM 2019-C17 MOA, LLC, RREF III-D UBSCM 2019-C17 MOA-HRR, LLC, UBS AG, by and through its
New York branch office at 1285 Avenue of the Americas, New York, New York, Rialto
Mortgage Finance, LLC, Ladder Capital Finance LLC, CIBC Inc. and Wells Fargo Bank, National Association, dated and effective
as of September 26, 2019 (the “Credit Risk Retention Agreement”) as if it were a party to such agreement.



 


		C.	The Transferor has complied in all material respects with all of the covenants in the Credit Risk
Retention Agreement during the period from the date of the Credit Risk Retention Agreement through and including the date of this
transfer.



 


		D.	All of the representations and warranties made by the Transferor in the Credit Risk Retention Agreement
are true and correct as of the date of the transfer.



 


		E.	All of the transfer requirements set forth in Section 3 of the Credit Risk Retention Agreement
have been complied with through and including the date of the transfer.



 


		☐	The Transferor certifies, represents and warrants to
the Certificate Registrar, the “retaining sponsor”
as such term is defined in Regulation RR and the Depositor that the transfer will occur after the termination of the Transfer
Restriction Period.






 


		4.	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 D-3. The
                                         Transferor does not have knowledge (after due inquiry) 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:


  


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 






    Exhibit D-4-2


     


    

 


UBS
Commercial Mortgage Securitization Corp.


 





	By:	     	 
	 	Name:	 
	 	Title:	 


 





	By:	     	 
	 	Name:	 
	 	Title:	 


  


[Medallion
Stamp Guarantee]



 


Rialto
Real Estate Fund III – Debt, LP


 


	By:	     	 
	 	Name:	 
	 	Title:	 






 


[Medallion
Stamp Guarantee]


  






    Exhibit D-4-3


     


    

 


EXHIBIT
D-5


 


FORM
OF REQUEST OF SPONSOR CONSENT FOR RELEASE OF THE RISK RETENTION CERTIFICATES


 


[Date]





 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody (CMBS) – UBS 2019-C17 


Email:
riskretentioncustody@wellsfargo.com


 


Rialto
Real Estate Fund III – Debt, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646


 




Rialto Real Estate Fund III – Debt, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 


UBS
Commercial Mortgage Securitization Corp. 


1285
Avenue of the Americas, 11th Floor 


New
York, New York 10019 


Attention:
Nicholas Galeone


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17 (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance
of the Class NR-RR Certificates from the Retained Interest Safekeeping Account.


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and
Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations


 



    Exhibit D-5-1


     


    

 


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 below:


 





	 
	 
	 
	 
	 
	 
	 



 




The
Third Party Purchaser hereby requests your written consent to the Release.


 









    Exhibit D-5-2


     


    

 


The
contact information of the Certificate Administrator is:


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) – UBS Commercial Mortgage Trust 2019-C17


 


[OR
OTHER CERTIFICATE REGISTRAR]


 





	 	Sincerely,
	 	 
	 	[THIRD
                                         PARTY PURCHASER]

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 


CONSENT
TO RELEASE:


 


RETAINING
SPONSOR


 





	     	 
	By:	 
	Name:	 
	Title:	 
	Email:	 
	 	 




 












    Exhibit D-5-3


     


    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan
    Information
	 	Name
    of Mortgagor:	
	 	 	 
	 	[Master
    Servicer] 	
	 	[Special Servicer] 

Loan No.:	 
	Custodian
	 	Name:	Wells
    Fargo Bank, National Association
	 	

                                                                                 

                                                                                Address:
	1055
10th Ave SE 

        Minneapolis,
Minnesota 55414 

        Attention:
Document Custody Group (CMBS) 

        UBS
Commercial Mortgage Trust 2019-C17 

	 	 	 
	 	Custodian/Trustee
    

Mortgage File No.:	
	 	 	 
	Depositor
	 	Name:	UBS
    Commercial Mortgage Securitization Corp.
	 	 	 
	 	Address:	UBS
Commercial Mortgage Securitization Corp. 

        1285
Avenue of the Americas, 11th Floor 

        New
York, New York 10019 

        Attention:
Nicholas Galeone 

	 	 	 
	 	Certificates:	UBS
    Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17



 

The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17, the
documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of October 1, 2019, by and among
UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as


 



    Exhibit E-1


     


    

 


Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer (the
“Pooling and Servicing Agreement”).


 





	(
)	 
	 	 
	(
)	 
	 	 
	(
)	 
	 	 
	(
)	 



 

 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)           The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)           The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)           The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)           The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 





	 	[____________]

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 


Date:
_________


 









    Exhibit E-2


     


    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) – 


UBS
Commercial Mortgage Trust 2019-C17 


[OR
OTHER CERTIFICATE REGISTRAR]


 


UBS
Commercial Mortgage Securitization Corp. 


1285
Avenue of the Americas, 11th Floor 


New
York, New York 10019 


Attention:
Nicholas Galeone


 


		Re:	Transfer
                                         of UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-C17



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial [Certificate Balance][Notional
Amount] in the UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17, Class [X-F][X-G]
[F][G][NR-RR] Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
or other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or using
the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity
by such a Plan or Plans and the application of


 



    Exhibit F-1-1


     


    

 


Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA), other than an insurance company using the assets of its “insurance company general account” (as such term
is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby
the purchase and holding of Certificates by such insurance company will be exempt from the prohibited transaction provisions of
ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law, where the purchase, holding or acquisition
of the Certificates will not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.             The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a “prohibited transaction” within the meaning of ERISA or Section 4975 of the Code
or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate
Registrar, the Master Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset
Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section
4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion
of Counsel shall not be at the expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers, the
Underwriters or the Trust.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 	Very
truly yours,

	 	 
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 


Date:
_________ 





 






    Exhibit F-1-2


     


    



 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS Z AND Class R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





600
South 4th Street, 7th Floor 


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) – UBS Commercial Mortgage Trust 2019-C17





[OR
OTHER CERTIFICATE REGISTRAR]


 


[Transferor]





[______] 


[______] 


Attention:
[______]


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [US$[___] aggregate Certificate Balance][[__]% Percentage
Interest] in the UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17, [Class
Z][Class R] Certificates (the “Class [Z][R] Certificate”) issued pursuant to that certain Pooling and Servicing
Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), by and among UBS Commercial
Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [Z][R] Certificate,
the Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or (b) any person acting on behalf
of any such Plan or using the assets of a Plan (including any entity whose underlying assets include Plan assets by reason of
investment in the


 






    
Exhibit F-2-1


     


    

 


entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA) to purchase such Class [Z][R] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 




Date: _______


 




    
Exhibit F-2-2


     


    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus


 




    
Exhibit G-1


     


    

 


EXHIBIT
H


 


FORM
OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the registered holders of UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates,
Series 2019-C17” (the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware
19890, Attention: CMBS Trustee UBS 2019-C17, its successors and assigns, all right, title and interest of the Assignor in and
to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit [_], and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 











	 	[NAME
OF CURRENT ASSIGNOR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    
Exhibit H-1


     


    

 


EXHIBIT
I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS)


UBS
Commercial Mortgage Trust 2019-C17


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 





 



 





		*	Select
appropriate depository.



  






    
Exhibit I-1


     


    

 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)      at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting
on its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)
     the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated:
_______


 


cc:
UBS Commercial Mortgage Securitization Corp.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


  







    
Exhibit I-2


     


    

  


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS)


UBS
Commercial Mortgage Trust 2019-C17


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    
Exhibit J-1


     


    

 


 


[(2)
     at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting
on its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)
     the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:






 


Dated:
________


 


cc:
UBS Commercial Mortgage Securitization Corp.


 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 







    
Exhibit J-2


     


    

 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS)


UBS
Commercial Mortgage Trust 2019-C17


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and 


 


 



 





*       Select
appropriate depository.


  



    
Exhibit K-1


     


    

 


in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





  


Dated:
_______


 


cc:
UBS Commercial Mortgage Securitization Corp.


 




    
Exhibit K-2


     


    

 


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS)


UBS
Commercial Mortgage Trust 2019-C17


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined
by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 





 



  


*       Select,
as applicable.


  






    
Exhibit L-1


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


		Dated:	 	



  





	 	By: 	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which
                                         this certificate relates.


  




    
Exhibit L-2


     


    

 


EXHIBIT
M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS)


UBS
Commercial Mortgage Trust 2019-C17


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 


*       Select
appropriate depository.


  






    
Exhibit M-1


     


    

 





[(2)
       at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting
on its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)
       the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated:
________


 


cc:
UBS Commercial Mortgage Securitization Corp.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    
Exhibit M-2


     


    

 


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS)


UBS
Commercial Mortgage Trust 2019-C17


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    
Exhibit N-1


     


    

 





[(2)
     at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting
on its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)
     the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





  


Dated:
_______


 


cc:
UBS Commercial Mortgage Securitization Corp.


 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


   




    
Exhibit N-2


     


    

 


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) 


UBS
Commercial Mortgage Trust 2019-C17


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 






    
Exhibit O-1


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





  


Dated:
_______


 


cc:
UBS Commercial Mortgage Securitization Corp.


 




    
Exhibit O-2


     


    

 


EXHIBIT
P-1A


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY AND/OR THE RISK RETENTION CONSULTATION
PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services (CMBS) 


UBS
Commercial Mortgage Trust 2019-C17 


		trustadministrationgroup@wellsfargo.com	






		cts.cmbs.bond.admin@wellsfargo.com	



 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17, Class [_] Certificates 



 


In
accordance with the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The undersigned is either a Certificateholder, a beneficial owner or prospective purchaser
of any Class of 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 Certificateholder nor a Controlling Class Certificateholder.


 


3.             In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.             Other
than with respect to 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


 






    
Exhibit P-1A-1


     


    

 


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 shall be fully liable for any breach of the Pooling and Servicing Agreement 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.


 


		[_____]	



  


	 	By: 	 
	 	 	Name:
	 	 	Title:






 


Dated:
_______


 


cc:
UBS Commercial Mortgage Securitization Corp.






    
Exhibit P-1A-2


     


    

 





EXHIBIT
P-1B


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells
                                         Fargo Bank, National Association

                                         Commercial Mortgage Servicing

                                         Three Wells Fargo

                                         MAC D1050-084

                                         401 South Tryon Street, 8th Floor

                                         Charlotte, North Carolina 28202

                                         Attention: UBS 2019-C17 Asset Manager

         
	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045-1951

                                         Attention: Corporate Trust Services (CMBS)

                                         UBS Commercial Mortgage Trust 2019-C17

                                         trustadministrationgroup@wellsfargo.com

                                         cts.cmbs.bond.admin@wellsfargo.com

         

	Rialto
                                         Capital Advisors, LLC

        

        200
        S. Biscayne Blvd., Suite 3550

        

        Miami,
        Florida 33131

        

        Attention:
        Liat Heller, Jeff Krasnoff, Niral

        

        Shah,
        Adam Singer

        

        E-mail:
        liat.heller@rialtocapital.com, 

jeff.krasnoff@rialtocapital.com,

        niral.shah@rialtocapital.com,

        

        adam.singer@rialtocapital.com

        

        Facsimile
        number: (305) 229-6425

         

        
	Wilmington
    Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee UBS 2019-C17
	Pentalpha
    Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York, 14228

    Attention: UBS 2019-C17 Transaction Manager

    With a copy sent via email to: notices@pentalphasurveillance.com with UBS 2019-C17 in the subject line	 


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    
Exhibit P-1B-1


     


    

 





1.             The
undersigned is either the Directing Certificateholder or 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]1. 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 shall be fully liable for any breach of the Pooling and Servicing Agreement 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 P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.             The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.             Other
than with respect to the initial Directing Certificateholder, the undersigned hereby certifies that an executed copy of this certification
in electronic click-through form has


 






    
Exhibit P-1B-2


     


    

 


been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to the applicable Information provider listed above.


 


9.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 





 










 1        
     Not applicable for Investor Certifications submitted in the form of a
click-through confirmation.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


		[_____]	



  


	 	By: 	 
	 	 	Name:
	 	 	Title:








  


Dated:
_______





cc:
UBS Commercial Mortgage Securitization Corp.


 




    
Exhibit P-1B-3


     


    

 




EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, the


risk retention consultation
party and/or a Controlling Class


Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

UBS Commercial Mortgage Trust 2019-C17

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2019-C17 Asset Manager


 


		Re:	UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates,
Series 2019-C17, Class Certificates 



 


In accordance with
the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), by
and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is either a Certificateholder, a beneficial owner or prospective purchaser of any Class of Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 






    
Exhibit P-1C-1


     


    

 


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement 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 Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (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 Statement 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 Pooling and Servicing Agreement 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 Statement
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.





	 	 	 	 
	 	[______]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 







 







    
Exhibit P-1C-2


     


    

 





Dated: _______ 


cc: UBS Commercial Mortgage Securitization Corp.


 




    
Exhibit P-1C-3


     


    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class


Certificateholder)


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: UBS 2019-C17 Asset Manager

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2019-C17

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Rialto Capital Advisors,
LLC 

        200 S. Biscayne Blvd.,
Suite 3550 

        Miami, Florida 33131 

        Attention: Liat Heller,
Jeff Krasnoff, Niral 

        Shah, Adam Singer 

        E-mail: liat.heller@rialtocapital.com,

        jeff.krasnoff@rialtocapital.com,

        niral.shah@rialtocapital.com, 

        adam.singer@rialtocapital.com 

        Facsimile number: (305) 229-6425

         
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee UBS 2019-C17
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York, 14228

        Attention: UBS 2019-C17 Transaction

        Manager

        With a copy sent via email to:

        notices@pentalphasurveillance.com with UBS 

2019-C17 in the subject line

         
	 


		Re:	UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates,
Series 2019-C17, Class Certificates 



 


In accordance with
the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), by
and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    
Exhibit P-1D-1


     


    

 


1.   The undersigned
is [the Directing Certificateholder][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.       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 Pooling and Servicing Agreement 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.


 






    
Exhibit P-1D-2


     


    

 


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 Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] 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].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	 	 	 
	 	[______]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


Dated: _______


cc: UBS Commercial Mortgage Securitization Corp.


 




    
Exhibit P-1D-3


     


    

 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: UBS 2019-C17 Asset Manager

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2019-C17

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Rialto Capital Advisors,
LLC 

        200 S. Biscayne Blvd.,
Suite 3550 

        Miami, Florida 33131 

        Attention: Liat Heller,
Jeff Krasnoff, Niral 

        Shah, Adam Singer 

        E-mail: liat.heller@rialtocapital.com,

        jeff.krasnoff@rialtocapital.com,

        niral.shah@rialtocapital.com,

        

        adam.singer@rialtocapital.com

        

        Facsimile number: (305) 229-6425

        
	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee UBS 2019-C17

         

	Pentalpha Surveillance LLC
 375 N. French Road, Suite 100
 Amherst, New York, 14228
 Attention: UBS 2019-C17 Transaction Manager
 With a copy sent via email to:

                                                                                notices@pentalphasurveillance.com with UBS

                                                                                2019-C17 in the subject line
	 


 


		Re:	UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates,
Series 2019-C17, Class Certificates 



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE UBS COMMERCIAL MORTGAGE TRUST 2019-C17, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C17, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE
POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 






    
Exhibit P-1E-1


     


    

 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For the avoidance of doubt, [each] of the foregoing
loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.       As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding 

Certificate Balance	Initial Certificate 

Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan.


 


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;


 



    
Exhibit P-1E-2


     


    

 


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 Pooling and Servicing Agreement 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 Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] 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 P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not


 



    
Exhibit P-1E-3


     


    

 


permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


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.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified. 


	 	 	 	 
	 	[Directing Certificateholder][Holder
of the majority 

of the Controlling Class][Controlling Class 

Certificateholder]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 





 


Dated: _______ 


cc: UBS Commercial Mortgage Securitization Corp.


 




    
Exhibit P-1E-4


     


    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED
CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

UBS Commercial Mortgage Trust Series 2019-C17

cts.cmbs.bond.admin@wellsfargo.com 

        trustadministrationgroup@wellsfargo.com

         

	
        with a copy to: 

        Wells Fargo Bank,
National Association, 

        8480 Stagecoach Circle

        Frederick, Maryland 21701-4747

        

        Attention: UBS Commercial Mortgage Trust Series 2019-C17

         



		Re:	UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    
Exhibit P-1F-1


     


    

 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the UBS Commercial Mortgage Trust 2019-C17 securitization should be revoked as to such users:








	 	 
	 	 
	 	 







 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has
delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	 	 	 
	 	[Directing Certificateholder][Holder of the majority 

of the
                    Controlling Class][Controlling Class Certificateholder]

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: UBS Commercial Mortgage Securitization Corp.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





 



Name:

Title:


 




    
Exhibit P-1F-2


     


    

 


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: UBS 2019-C17 Asset Manager

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2019-C17

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Rialto Capital Advisors,
LLC 

        200 S. Biscayne Blvd.,
Suite 3550 

        Miami, Florida 33131 

        Attention: Liat Heller,
Jeff Krasnoff, Niral 

        Shah, Adam Singer 

        E-mail: liat.heller@rialtocapital.com, 

jeff.krasnoff@rialtocapital.com,


niral.shah@rialtocapital.com,

        adam.singer@rialtocapital.com 

        Facsimile number: (305) 229-6425

         
	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee UBS 2019-C17

         

	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York, 14228

        Attention: UBS 2019-C17 Transaction Manager

        With a copy sent via email to:

        notices@pentalphasurveillance.com with UBS 

2019-C17 in the subject line

         
	 


		Re:	UBS Commercial Mortgage Trust 2019-C17,
                                                                                                                                                                                                                                               Commercial Mortgage Pass-Through Certificates, Series 2019-C17, Class [__] Certificates




 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-


 



    
Exhibit P-1G-1


     


    

 


1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.       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.








	 	 	 	 
	 	[Directing Certificateholder]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


Dated: _______


cc: UBS Commercial Mortgage Securitization Corp.


 




    
Exhibit P-1G-2


     


    

 


EXHIBIT P-1H


 


FORM OF CERTIFICATION OF THE RISK RETENTION
CONSULTATION PARTY


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: UBS 2019-C17 Asset Manager

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2019-C17

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Rialto Capital Advisors,
LLC 

        200 S. Biscayne Blvd.,
Suite 3550 

        Miami, Florida 33131 

        Attention: Liat Heller,
Jeff Krasnoff, Niral 

        Shah, Adam Singer 

        E-mail: liat.heller@rialtocapital.com, 

jeff.krasnoff@rialtocapital.com, 

niral.shah@rialtocapital.com, 

        adam.singer@rialtocapital.com

        

        Facsimile number: (305) 229-6425

         
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee UBS 2019-C17
	
        Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2019-C17 Transaction 

Manager

With a copy sent via email to: 

notices@pentalphasurveillance.com with UBS 

2019-C17 in the subject line

         
	 


		Re:	UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17



 


 In accordance with Section 3.23 of the Pooling and Servicing
Agreement, the undersigned hereby certifies and agrees as follows: 


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 






    
Exhibit P-1H-1


     


    

 


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:
[____] [__], 20[__]


 




    
Exhibit P-1H-2


     


    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services UBS 2019-C17


 


		Attention:	UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through
Certificates, Series 2019-C17



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019
(the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned is a nationally recognized statistical rating organization and either (x) has provided
the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website
prior to the Closing Date, 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 prior to the Closing Date shall
also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to
any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by
the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect
to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from
the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.



 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    
Exhibit P-2-1


     


    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 




    
Exhibit P-2-2


     


    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with UBS Commercial Mortgage Securitization Corp. (together with its affiliates, the
“Furnishing Entities” and each a “Furnishing Entity”) furnishing certain financial, operational,
structural and other information relating to the issuance of the UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through
Certificates, Series 2019-C17 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of October 1, 2019 (the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization
Corp., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer and the assets
underlying or referenced by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors,
guarantors, managers and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the
Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as
provided by the specific Furnishing Entity.


 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents and other
information (such information, the “Evaluation Material”) and (y) any of the terms, conditions or other facts
with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof; provided,
however, that the term Confidential Information shall not include information which:


 


was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;


 


was or is lawfully
obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be
under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to maintain
the information as confidential; or


 


is independently developed
by the NRSRO without reference to any Confidential Information.


 


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that
you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the
Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable
Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was
furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 






    
Exhibit P-2-3


     


    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely to
the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to
the NRSRO’s password protected website; and


 


use information
derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any
Confidential Information.


 


Disclosures Required by Law. If
you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material to
the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that may
be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 






    
Exhibit P-2-4


     


    

 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This Confidentiality
Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This Confidentiality
Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into
this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


UBS AG, by and through its branch office at 1285 Avenue
of the Americas, New York, New York 


1285 Avenue of the Americas 


New York, New York 10019 


Attention: David Schell


 




    
Exhibit P-2-5


     


    

 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services UBS 2019-C17


 


		Attention:	UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through
Certificates, Series 2019-C17



 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at
866-846-4526, or at ctslink.customerservice@wellsfargo.com. 


 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019
(the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc. Interactive Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, RealINSIGHT
or Thomson Reuters Corporation, a market data provider that has been given access to the Statements to Certificateholders, CREFC®
Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


	4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, 



 






    
Exhibit P-3-1


     


    

 


	 	liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.



 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 




    
Exhibit P-3-2


     


    

 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through
Certificates, Series 2019-C17 



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred)
the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant
to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the first proviso of the definition
of “Mortgage File” and Section 2.01 of the Pooling and Servicing Agreement, all documents specified in clauses (i)
through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage File,” as applicable, are
in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed
by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based
on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (viii) and (ix) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.








	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION,

as Custodian
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 






    
Exhibit Q-1


     


    

 


 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


 


UBS Commercial Mortgage Securitization Corp. 


1285 Avenue of the Americas, 11th Floor 


New York, New York 10019 


Attention: Nicholas Galeone 


E-mail: nicholas.galeone@ubs.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2019-C17 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


Rialto Capital Advisors, LLC

200 S. Biscayne Blvd., Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 






    
Exhibit Q-2


     


    

 


with copies to:


 


Jeff Krasnoff 


Facsimile number: (305) 229-6425 


E-mail: jeff.krasnoff@rialtocapital.com


 


Niral Shah


Facsimile number: (305) 229-6425


E-mail: niral.shah@rialtocapital.com


 


Adam Singer


Facsimile number: (305) 229-6425


E-mail: adam.singer@rialtocapital.com


 


Wells Fargo Bank, National Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Corporate Trust Services
- UBS 2019-C17 


E-mail:trustadministrationgroup@wellsfargo.com; 


cts.cmbs.bond.admin@wellsfargo.com


 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2019-C17 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com with UBS 

2019-C17 in the subject line


 




    
Exhibit Q-3


     


    

 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY – MASTER
SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2019-C17 Asset Manager

Email: commercial.servicing@wellsfargo.com


 





 



SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee UBS 2019-C17, as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as
of October 1, 2019 (the “Agreement”), by and among UBS Commercial Mortgage Inc., as depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), the Trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer
hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s true
and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with
all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all properties (“Mortgaged
Properties”) administered by the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however, that the
documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted
under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
made payable to the Trustee and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing
any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording
is solely for the purpose of correcting the Mortgage or deed of trust to 



 






    
Exhibit R-1-1


     


    

 


	 	 	conform same to the original intent of the parties thereto
or to correct title errors discovered after such title insurance was issued; provided that said modification or re-recording, in
either instance, (i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms
to the provisions of the Agreement.



 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public
utility company or a government agency or unit with powers of eminent domain; this section shall include, without limitation, the
execution of partial satisfactions/releases, partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property
to be acquired as real estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and
discharge of all sums secured thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with
the repurchase of the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured
thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes,
Mortgages or deeds of trust, and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a
deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission
of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the
termination, cancellation or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard
insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		1.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		2.	the preparation and issuance of statements of breach or non-performance;



 


		3.	the preparation and filing of notices of default and/or notices of sale;



 


		4.	the cancellation/rescission of notices of default and/or notices of sale;



 


		5.	the taking of deed in lieu of foreclosure;



 






    
Exhibit R-1-2


     


    

 


		6.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		7.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		8.	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



 


		9.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
including, without limitation, the execution of the following documentation:



 


		1.	listing agreements;



 


		2.	purchase and sale agreements;



 


		3.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		4.	escrow instructions; and



 


		5.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property
or reserves for replacement of personal property.



 


		12.	The execution and delivery of the following:



 


		1.	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;



 


		2.	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



 


	3.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to 



 






    
Exhibit R-1-3


     


    

 


	 	modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.



 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided
for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National
Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 






    
Exhibit R-1-4


     


    

 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF,
Wilmington Trust, National Association, as Trustee for UBS Commercial Mortgage Trust 2019-C17 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 ____________. 





	 	 	 	 
	 	WILMINGTON TRUST, NATIONAL 

ASSOCIATION,
as Trustee, for the benefit

 of the registered holders of UBS 

Commercial Mortgage Trust 2019-C17 

Commercial Mortgage Pass-Through


Certificates, Series 2019-C17


	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 





	 	 	 	 
	 	Prepared by:
	 	 	 	 
	 	 	 	 
	 	 	Name:	 





 




Witness:


 





 



 


Witness:


 





 



 






    
Exhibit R-1-5


     


    

 





	STATE OF DELAWARE	 )	 
	 	 )  	ss.:
	COUNTY OF 	 )	 







 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 





	 	 
	 	Notary Public







 





	[SEAL]	 
	 	 
	My commission expires:	 
	 	 
	 	 







 




    
Exhibit R-1-6


     


    

 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY – SPECIAL
SERVICER


 


RECORDING REQUESTED BY:




 


Rialto Capital Advisors, LLC

200 S. Biscayne Blvd., Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Facsimile No.: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with copies to:


 


Jeff Krasnoff 


Facsimile No.: (305) 229-6425


E-mail: jeff.krasnoff@rialtocapital.com


 


Niral Shah 


Facsimile No.: (305) 229-6425 


E-mail: niral.shah@rialtocapital.com


 


Adam Singer 


Facsimile No.: (305) 229-6425


E-mail: adam.singer@rialtocapital.com


 





 






 SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890 as Trustee (in such capacity, the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of October 1, 2019 (the “Agreement”) by and among
UBS Commercial Mortgage Securitization Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto
Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as certificate administrator, the Trustee and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer,
relating to the UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17, hereby
constitutes and appoints the Special Servicer, by and through the Special Servicer’s officers, the Trustee’s true and
lawful Attorney-in-Fact, in the


 



    
Exhibit R-2-1


     


    

 


Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all
mortgage loans (the “Mortgage Loans”) serviced by the Special Servicer and all properties (“Mortgaged
Properties”) administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 13 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however,
that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required
or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in
the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either
instance, (i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the
provisions of the Agreement.



 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution 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 and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the sale or repurchase of
the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 






    
Exhibit R-2-2


     


    

 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;






 


		b.	the preparation and issuance of statements of breach or non-performance;






 


		c.	the preparation and filing of notices of default and/or notices of sale;






 


		d.	the cancellation/rescission of notices of default and/or notices of sale;






 


		e.	the taking of deed in lieu of foreclosure;






 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;






 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;






 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions;



 


		i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and






 


		j.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:






 


 






    
Exhibit R-2-3


     


    

 


		a.	listing agreements;






 


		b.	purchase and sale agreements;






 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;






 


		d.	escrow instructions; and






 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


		13.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, 



 






    
Exhibit R-2-4


     


    

 


	 	 	covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of 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 Special Servicer has the power
to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Special Servicer
receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Special Servicer
shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend the
powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect to
Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason
or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the 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.


 






    
Exhibit R-2-5


     


    

 


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for UBS Commercial Mortgage Trust 2019-C17, 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 ____________. 


	 	 	 	 
	 	Wilmington Trust, National Association,


as Trustee for UBS Commercial Mortgage Trust 2019-C17


	 	 	 	 
	 	By:	 	 	 
	 	 	Name:	 
	 	 	Title:	 





 


Witness:


 





 






 


Witness:


 


 



 




    
Exhibit R-2-6


     


    

 





	STATE OF DELAWARE	)	 
	 	)
       ss. :
	COUNTY OF 	)	 




 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.





	 	 
	Notary signature	 










 




    
Exhibit R-2-7


     


    

 


EXHIBIT S


 


INITIAL SERVICED COMPANION NOTEHOLDERS



 





	Loan	Companion
    Holder
	Phoenix
    Industrial Portfolio II 	NOTE
        A-3, NOTE A-4 AND NOTE A-6:

                                                                                                                          

        NOTICE
        ADDRESS:

         

        UBS
        AG, by and through its branch office at 1285 

Avenue of the Americas, New York, New York

        1285
        Avenue of the Americas, 11th Floor

        New
        York, New York 10019

        Attention:
        Henry Chung

        Email:
        henry.chung@ubs.com

         

        with
        a copy to:

         

        UBS
        AG, by and through its branch office at 1285 

Avenue of the Americas, New York, New York

        1285
        Avenue of the Americas, 11th Floor

        New
        York, New York 10019

        Attention:
        Chad Eisenberger

        Email:
chad.eisenberger@ubs.com  

         

        with
        a copy to: 

         

        Cadwalader,
        Wickersham & Taft LLP

        200
        Liberty Street

        New
        York, New York 10281

        Attention:
        Frank Polverino, Esq.

        Facsimile
        No.: (212) 504-6666

        Email:
frank.polverino@cwt.com 

         

	600
    & 620 National Avenue 	NOTE
        A-1-2:

                                                                                                                          

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        Legal
        Department

        301
        South College Street

        Charlotte,
        North Carolina 28202

        Attention:
        UBS Commercial Mortgage Trust 2019-

C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17

         

        with
        copies to:

         




 






    
Exhibit S-1


     


    

 


		
        

        Troy
        B. Stoddard, Esq.

        Senior
        Counsel

        Wells
        Fargo Law Department

        D1053
        300

        301
        South College St.

        Charlotte,
        NC 28202

         

        and

         

        Jacqueline
        M. Gelman

        Wells
        Faro Bank, National Association

        10
        South Wacker Drive, 32nd Floor

        Chicago,
        Illinois 60606

        (312)
        827-1531

        E-mail:
        Jacqueline.m.gelman@wellsfargo.com

         

        NOTE
        A-2-1, NOTE A-2-2 AND NOTE A-2-3:

         

        NOTICE
        ADDRESS:

         

        JPMorgan
        Chase Bank, National Association

        383
        Madison Avenue, 8th Floor

        New
        York, New York 10179

        Attention: Kunal K. Singh

        Email: US_CMBS_Notice@jpmorgan.com

         

        and

         

        JPMorgan
        Chase Bank, National Association

        4 New York Plaza, 21st Floor

        New
        York, New York 10004

        Attention:
        SPG Legal

        

        Email: US_CMBS_Notice@jpmorgan.com

         

	Global
    Data Center 	NOTE
        A-2:

                                                                                                                          

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        Legal
        Department




 






    
Exhibit S-2


     


    

 


		
         301
South College Street

        Charlotte,
        North Carolina 28202

        Attention:
        UBS Commercial Mortgage Trust 2019-

C17, Commercial Mortgage Pass-Through 

Certificates, Series 2019-C17

         

        with
        copies to:

         

        Troy
        B. Stoddard, Esq.

        Senior
        Counsel

        Wells
        Fargo Law Department

        D1053
        300

        301
        South College St.

        Charlotte,
        NC 28202

         

        and

         

        Jacqueline
        M. Gelman

        Wells
        Faro Bank, National Association

        10
        South Wacker Drive, 32nd Floor

        Chicago,
        Illinois 60606

        (312)
        827-1531

        E-mail:
        Jacqueline.m.gelman@wellsfargo.com

         

	The
    Chantilly Office Portfolio 	NOTE
        A-1:

         

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        Commercial Mortgage Servicing

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: WFCM 2019-C51 Asset Manager

        Facsimile number: (704) 715-0036

        Email:  commercial.servicing@wellsfargo.com

         

        K&L
        Gates LLP

        Hearst
        Tower

        214
        North Tryon Street

        Charlotte,
        North Carolina 28202

        Attention:
        Stacey G. Ackerman

        Reference:
        WFCM 2019-C51

         

	Smoke
    Tree Village and Smoke Tree Commons 	NOTE
        A-1-2:
                                                                                                                          

        NOTICE
        ADDRESS:




 






    
Exhibit S-3


     


    

 


		
        Rialto
        Mortgage Finance, LLC

        600 Madison Avenue, 12th Floor

        New York, New York 10022

        Attention: Andrew Snow

        andrew.snow@rialtomortgage.com

        with
        a copy to:

        Cadwalader,
        Wickersham & Taft LLP

        One
        World Financial Center

        New York,
        New York 10281

        Attention:
        Frank Polverino

        Facsimile No: (212) 504-6666

        frank.polverino@cwt.com

         

        NOTE
        A-2:

         

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        Commercial Mortgage Servicing

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: WFCM 2019-C52 Asset Manager

        Facsimile number: (704) 715-0036

        Email:  commercial.servicing@wellsfargo.com

         

        K&L
        Gates LLP

        Hearst
        Tower

        214
        North Tryon Street

        Charlotte,
        North Carolina 28202

        Attention:
        Stacey G. Ackerman

        Reference:
        WFCM 2019-C52

	Gatlin
    Retail Portfolio 	NOTE
        A-2:

         

        NOTICE
        ADDRESS

        BSPRT
        CMBS Finance, LLC

        1345
        Avenue of the Americas, Suite 32A

        New York,
        New York 10105

        Attention:
        Micah Goodman

         

	Ambler
    Yards	NOTE
        A-1:

                                                                                                                          

        NOTICE
        ADDRESS:




 






    
Exhibit S-4


     


    

 


		
         

        Wells
        Fargo Bank, National Association

        Commercial Mortgage Servicing

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: BBCMS 2019-C4 Asset Manager

        Facsimile number: (704) 715-0036

        Email:  commercial.servicing@wellsfargo.com

         

        K&L
        Gates LLP

        Hearst
        Tower

        214
        North Tryon Street

        Charlotte,
        North Carolina 28202

        Attention:
        Stacey G. Ackerman

        Reference:
        BBCMS 2019-C4

         

	Blackmore
    Marketplace	NOTE
        A-2:

                                                                                                                          

        NOTICE
        ADDRESS:

         

        Midland
        Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        Leonard Street LLP

        1201
        Walnut Street

        Suite
        2900

        Kansas
        City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

         

	Landing
    at Fancher Creek	NOTE
        A-1:

                                                                                                                          

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        Legal
        Department

        301
        South College Street

        Charlotte,
        North Carolina 28202

        Attention:
        UBS Commercial Mortgage Trust 2019-

C17, Commercial Mortgage Pass-Through 

Certificates, Series 2019-C17

         

        with
        copies to:


        



 






    
Exhibit S-5


     


    

 


	 	 

                                                                                                                                                                  Troy
        B. Stoddard, Esq.

        Senior
        Counsel

        Wells
        Fargo Law Department

        D1053
        300

        301
        South College St.

        Charlotte,
        NC 28202

         

        and

         

        Jacqueline
        M. Gelman

        Wells
        Faro Bank, National Association

        10
        South Wacker Drive, 32nd Floor

        Chicago,
        Illinois 60606

        (312)
        827-1531

        E-mail:
        Jacqueline.m.gelman@wellsfargo.com

         

	Courtyard
    by Marriott Secaucus	NOTE
        A-2:

                                                                                                                          

        NOTICE
        ADDRESS:

        BSPRT
        CMBS Finance, LLC

        1345
        Avenue of the Americas, Suite 32A

        New York,
        New York 10105

        Attention:
        Micah Goodman








 






    
Exhibit S-6


     


    







 


EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


 


[FOR GRAND CANAL SHOPPES:


 


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


 


10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 


with a copy to:



Stinson Leonard Street LLP


1201 Walnut Street 


Suite 2900 


Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

E-mail: kenda.tomes@stinson.com]


 


[FOR 10000 SANTA MONICA BOULEVARD:


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

E-mail: Michael_a_tilden@keybank.com


 


with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

E-mail: kkhoring@polsinelli.com]


 


[FOR CIRE EQUITY RETAIL & INDUSTRIAL PORTFOLIO:


 


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


10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 






    
Exhibit T-1


     


    

 


with a copy to:



Stinson Leonard Street LLP 


1201 Walnut Street 


Suite 2900 


Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

E-mail: kenda.tomes@stinson.com]


 


[FOR MAUI PORTFOLIO:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, NC 28202

Attention: BBCMS 2019-C4 Asset Manager

Telecopy Number: (704) 715-0036

E-mail: commercial.servicing@wellsfargo.com


 


with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: BBCMS 2019-C4


 


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190]


 


[FOR MEIDINGER TOWER:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, NC 28202



 






    
Exhibit T-2


     


    

 


Attention: BBCMS 2019-C4 Asset Manager

Telecopy Number: (704) 715-0036

E-mail: commercial.servicing@wellsfargo.com


 


with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: BBCMS 2019-C4


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190]


 


VIA [E-MAIL]


 


		Re:	UBS Commercial Mortgage Trust 2019-C17, 

Commercial Mortgage Pass-Through Certificates, Series 2019-C17 



 


Ladies and Gentlemen:


 


As you know, [_____],
acts as the master servicer (the “Lead Servicer”) for the whole loan secured by the mortgaged property identified
as [NON-SERVICED WHOLE LOAN] (the “Subject Whole Loan”) under the pooling and servicing agreement relating to
the [_____] securitization trust (the “PSA”). This is to inform you that one or more of the promissory notes
related to the Subject Whole Loan (the “Subject Mortgage Loan”) has been transferred to UBS Commercial Mortgage
Trust 2019-C17 pursuant to that certain Pooling and Servicing Agreement, dated October 1, 2019 (the “2019-C17 Pooling
and Servicing Agreement”) by and among UBS Commercial Mortgage Securitization Corp., as depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “2019-C17 Master Servicer”), Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“2019-C17 Certificate Administrator”), Wilmington Trust, National Association, as trustee (the “2019-C17
Trustee”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and that the 2019-C17
Trustee is the holder of the Subject Mortgage Loan.


 


The undersigned, as 2019-C17
Certificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject Whole Loan, to remit to the
2019-C17 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to the 2019-C17
Master Servicer all reports, statements, documents, communications, and other information that are to be forwarded, delivered or
otherwise made available to, the holder of the


 



    
Exhibit T-3


     


    

 


Subject Mortgage Loan under the related Intercreditor Agreement (as such term is
defined in the 2019-C17 Pooling and Servicing Agreement) and the PSA.


 


The Subject Mortgage
Loan is not a Significant Obligor (as such term is defined in the 2019-C17 Pooling and Servicing Agreement) under the 2019-C17
Pooling and Servicing Agreement


 


Thank you for your attention
to this matter.




 






    
Exhibit T-4


     


    

  





	Date:    	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates,
Series 2019-C17
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    
Exhibit T-5


     


    

cc:



[Non Serviced Whole Loan Master Servicer Copied Address]


 




    
Exhibit T-6


     


    



 


EXHIBIT
U


 


FORM
OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch
                                         Ratings, Inc.

                                         33 Whitehall Street

                                         New York, New York 10004

                                         Attention: Commercial Mortgage Surveillance Group

                                         Facsimile No.: (212) 635-0295

                                         E-mail: info.cmbs@fitchratings.com



 


Kroll
Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


Moody’s
Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


[INSERT
ADDRESS OF APPLICABLE MORTGAGE LOAN SELLER]


 


		From:	Wells
                                         Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling
                                         and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing
                                         Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as
                                         Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
                                         Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
                                         Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
                                         LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________,
                                         20___



 



    Exhibit U-1


     


    

 





		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17

                                         

                                         Mortgage Loan (the “Mortgage Loan”) identified by loan number _____
                                         [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and
                                         Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
                                         the Mortgage Loan Schedule by the following names:____________________
   
                                         ____________________



 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____
a full defeasance of the entire principal balance of the Mortgage Loan; or


 


____
a partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount
of $____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)     Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)      The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)      The
defeasance was consummated on __________, 20__.


 


(iii)     The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)     The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 



    Exhibit U-2


     


    

 





(v)      The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)     The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)    The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)   The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 



    Exhibit U-3


     


    

 





(ix)     The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)      The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance
are enforceable in accordance with their respective terms.


 


(c)      Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)
    Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification
to be executed did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)      Certify
that it has provided the required notices to, and obtained the required consents of, the related Mortgage Loan Seller in accordance
with Section 3.18(i) of the Pooling and Servicing Agreement.


 


(f)
     Agree to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4


     


    

 


IN
WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 


	 	[________________]	 
	 	as
Master Servicer	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 




    Exhibit U-5


     


    

 


EXHIBIT
V


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”).

Transaction: UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates Series 2019-C17

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer: Rialto Capital Advisors, LLC

Directing Certificateholder: RREF III-D UBSCM 2019-C17 MOA-HRR, LLC


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		1.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of an Asset Status Report.



 


		2.	Asset
                                         Status Reports were issued with respect to [●] of such Specially Serviced Loans.
                                         This report is based only on the Specially Serviced Loans in respect of which an Asset
                                         Status Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		2.	Prior
                                         to an Operating Advisor Consultation Event, if one Mortgage Loan is in special servicing
                                         and if the Special Servicer has subsequently completed a Major Decision with respect
                                         to such Specially Serviced Loan, the Special Servicer has provided the applicable fully
                                         executed Major Decision Reporting Package approved or deemed approved by the Directing
                                         Certificateholder to the Operating Advisor concurrently with delivery to the Directing
                                         Certificateholder.



 


		3.	After
                                         an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating
                                         Advisor:



 


		1.	with
                                         respect to each Major Decision for the following non-Specially Serviced Loans, the related
                                         Major Decision Reporting Package and the opportunity to consult with respect to such
                                         Major Decision and recommended action:



 


________

________


 


 



 



 1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.







 








    Exhibit V-1


     


    

 


________

________


 


		2.	with
                                         respect to following Specially Serviced Loans, each related Asset Status Report and the
                                         opportunity to consult with respect to such recommended action:



 


________

________


 






II.       Executive
Summary


 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s actions under the Pooling and Servicing Agreement on
the loans identified in this report. Based solely on such limited review of the items listed below, and subject to the assumptions,
limitations and qualifications set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith,
that the Special Servicer [is/is not] operating in compliance with the Servicing Standard with respect to its performance of its
duties under the Pooling and Servicing Agreement during the prior calendar year on a “platform-level” basis. [The
Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to comply with
the Servicing Standard, as a result of the following material deviations.]


 


[LIST
OF MATERIAL DEVIATION ITEMS]


 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


III.       List
of Items that Were Considered in Compiling this Report


 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Package that is delivered or made available to the Operating
                                         Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that is relevant to the Operating Advisor’s obligations
                                         under the Pooling and Servicing Agreement, each Asset Status Report (after an Operating
                                         Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered
                                         or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing
                                         Agreement.



 



    Exhibit V-2


     


    

 





		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations and net
                                         present value calculations and Appraisal Reduction Amount calculations delivered or made
                                         available to the Operating Advisor pursuant to the terms of the Pooling and Servicing
                                         Agreement.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION].



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer
                                         as provided under the Pooling and Servicing Agreement on Asset Status Reports for a Specially
                                         Serviced Loan delivered or made available to the Operating Advisor pursuant to the terms
                                         of the Pooling and Servicing Agreement and with respect to Major Decisions processed
                                         by the Special Servicer.]



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit, legal review or legal conclusion. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), review underlying lease agreements or similar underlying documents,
re-engineer the quantitative aspects of their net present value calculation, visit any related property, visit the Special Servicer,
visit the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations
and Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the
discretionary portions of such formulas.


 


IV.       Assumptions,
Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report


 


		1.	As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the special servicer’s obligations under the Pooling and Servicing Agreement
                                         that the Operating Advisor determines, in its sole discretion exercised in good faith,
                                         to be immaterial and (ii) will not be required to provide or obtain a legal opinion,
                                         legal review or legal conclusion.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Other
                                         than the receipt of any Major Decision Reporting Package or any Asset Status Report that
                                         is delivered or made available to the Operating Advisor pursuant to the terms of the
                                         Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have
                                         access to, the Special Servicer’s and Directing Certificateholder’s discussion(s)
                                         regarding any Specially Serviced Loan. The Operating Advisor does not have authority
                                         to speak with the Directing Certificateholder directly. As such, the Operating Advisor
                                         relied solely upon the information delivered to it by the Special Servicer as well as
                                         its interaction with the Special Servicer, if any, in gathering the relevant information
                                         to generate this report. The services that we perform are not designed and cannot be
                                         relied upon to detect fraud or illegal acts should any exist.



 



    Exhibit V-3


     


    

 





		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loan pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth in the Pooling and
                                         Servicing Agreement or the actions of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding any Specially Serviced Loan and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	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 any 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.



 


		7.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 


		8.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be construed as creating
                                         a fiduciary relationship between the Operating Advisor and any Certificateholder, party
                                         or individual.



 


Terms
used but not defined in this report have the meaning set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-4


     


    

 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending 

Replacement of THE Special Servicer


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee UBS 2019-C17





 


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services: UBS 2019-C17 


Email:
trustadministration@wellsfargo.com


 


Wells
Fargo Bank, National Association


Commercial
Mortgage Servicing


Three
Wells Fargo


MAC
D1050-084


401
South Tryon Street, 8th Floor


Charlotte,
North Carolina 28202


Attention:
UBS 2019-C17 Asset Manager


Email:
commercial.servicing@wellsfargo.com


 


Rialto
Capital Advisors, LLC


200
S. Biscayne Blvd., Suite 3550


Miami,
Florida 33131


Attention:
Liat Heller


Facsimile
No.: (305) 229-6425


E-mail:
liat.heller@rialtocapital.com


 


with
copies to:


 


Jeff
Krasnoff


Facsimile
No.: (305) 229-6425


E-mail:
jeff.krasnoff@rialtocapital.com


 


Niral
Shah


Facsimile
No.: (305) 229-6425


E-mail:
niral.shah@rialtocapital.com


 


Adam
Singer


Facsimile
No.: (305) 229-6425


 



    Exhibit W-1


     


    

 





E-mail:
adam.singer@rialtocapital.com


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17, 

                                         Recommendation of Replacement of Special Servicer 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of UBS Commercial Mortgage Trust 2019-C17, Commercial
Mortgage Pass-Through Certificates, Series 2019-C17 (the “Certificates”) regarding the replacement of the Special
Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in
the Pooling and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that Rialto Capital Advisors, LLC, in its current capacity as Special
Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard].
The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that Rialto Capital Advisors, LLC be removed as Special Servicer and that [________]
be appointed its successor in such capacity.


 








	 	Very
                                         truly yours,	 
	 	 	 
	 	 	 	 
	 	 	[The Operating Advisor]
	 	 	 	 
		By:
                                         	
	 
	 	 	Name:	 
	 	 	Title:	 



 


Dated:


 




    Exhibit W-2


     


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2019-C17 Asset Manager

Email: commercial.servicing@wellsfargo.com]


 


[Rialto
Capital Advisors, LLC

200 S. Biscayne Blvd., Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Facsimile No.: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with
copies to:


 


Jeff
Krasnoff 


Facsimile
No.: (305) 229-6425


E-mail:
jeff.krasnoff@rialtocapital.com


 


Niral
Shah


Facsimile
No.: (305) 229-6425


E-mail:
niral.shah@rialtocapital.com


 


Adam
Singer


Facsimile
No.: (305) 229-6425


E-mail:
adam.singer@rialtocapital.com]


 


		Re:	Access
                                         to Certain Information Regarding UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage
                                         Pass-Through Certificates, Series 2019-C17



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing
Agreement”), among the UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. Defined terms


 



    Exhibit X-1


     


    

 


[_____]
[__], 20[__]


Page
2


 


used
herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)/Rialto Capital Advisors, LLC (“Rialto Capital”)]
understands that [____] (the “Company”) is requesting certain confidential or non-public information relating
to the Mortgage Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information
for the purpose of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the
“Permitted Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure
of the Confidential Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement
or the related mortgage loan documents.


 


[Wells
Fargo/Rialto Capital] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges
that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo/Rialto Capital] by third
parties, (b) may not have been verified by [Wells Fargo/Rialto Capital], and (c) may be incomplete or contain inaccuracies. The
Company agrees that [Wells Fargo/Rialto Capital], the [“Master Servicer”/”Special Servicer”]
(as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability
to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any
use of the Confidential Information, or (z) [Wells Fargo/Rialto Capital]’s failure or inability to provide the Confidential
Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession prior
to its receipt from [Wells Fargo/Rialto Capital]; (b) information that is obtained by Company from a third person who, insofar
as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation
to [Wells Fargo/Rialto Capital]; (c) information that is or becomes publicly available through no fault of Company; and (d) information
that is independently developed by Company. The term “Representatives” with respect to any entity shall mean the officers,
directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that
entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo/Rialto Capital]’s election): (i) responses
to reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with
[Wells Fargo/Rialto Capital]’s surveillance group, or (iii) direct on-line access (read-only capacity) to the information
available on the applicable [____] system or any successor or replacement system (“System”). [Wells Fargo/Rialto
Capital] may cease or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives
violate any provision hereof, or (b) [Wells Fargo/Rialto Capital] determines (in its sole discretion) that such termination is
necessary for any reason, including its determination that such action is required pursuant to the terms of the Pooling and Servicing
Agreement, the related Mortgage Loan documents, or any applicable law. [Wells Fargo/Rialto Capital] shall cease to provide the
Company with Confidential Information if [Wells Fargo/Rialto Capital] has actual knowledge that the Company or its Representatives
are affiliates of any borrower under the Mortgage Loan documents and [Wells


 



    Exhibit X-2


     


    

 


[_____]
[__], 20[__]


Page
3


 



Fargo/Rialto
Capital] determines that the provision, notice or access to such Confidential Information would violate the accepted servicing
practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions
applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s access
to the Confidential Information. [Wells Fargo/Rialto Capital]’s remedies hereunder, at law or at equity, are cumulative
and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii)
that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted Purpose,
in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws. The Company
will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding
the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other person or entity
that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms
such ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential
Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form
and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo/Rialto Capital] intends at all times
to comply with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be
construed to limit or qualify any of [Wells Fargo/Rialto Capital]’s rights or obligations under the Pooling and Servicing
Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart
shall be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 




    Exhibit X-3


     


    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein. 





 


	 	Very
                                         truly yours,	 
	 	 	 	 
	 	[WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION]	 
	 	 	 	 
		By:
                                         	
	 
	 	 	Name:	 
	 	 	Title:]	 



 





 

	 	[RIALTO
                                         CAPITAL ADVISORS, LLC	 
	 	 	 	 
		By:
                                         	
	 
	 	 	Name:	 
	 	 	Title:]	 


 


	CONFIRMED
AND AGREED TO:	 
	 	 	 
	[COMPANY
NAME]	 
	 	 	 
	By:
	
	 
	 	Name:	 
	 	Title:	 


  




    Exhibit X-4


     


    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION





 


I,
[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 UBS Commercial Mortgage
                                         Trust 2019-C17 (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.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


[(A)
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer;


 


(B)
[List other applicable reporting servicers]]


 



    Exhibit Y-1


     


    

 





Date:
_________________________


 


______________________________________

Executive Director

UBS Commercial Mortgage Securitization Corp.

(Senior officer in charge of the securitization of the depositor)


 




    Exhibit Y-2


     


    

 


EXHIBIT
Y-1


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


UBS
COMMERCIAL MORTGAGE TRUST 2019-C17 (the “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator (in such capacity, the “Certificate Administrator”), under that certain Pooling
and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), entered into
by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Wells Fargo Bank, National
Association, as master servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer
(the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as Certificate Administrator, and Pentalpha Surveillance LLC, as operating advisor and
as asset representations reviewer, certifies to [_______], the Depositor, each Other Depositor and each Other Certificate Administrator
with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, to the
extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that the applicable Certification Parties 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”);



 


		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



 



    Exhibit Y-1-1


     


    

 





		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 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, the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:



 

	 	[WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION	 
	 	 	 	 
		By:
                                         	
	 
	 	 	Name:	 
	 	 	Title:]	 


 




    Exhibit Y-1-2


     


    

 


Exhibit
Y-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


UBS
COMMERCIAL MORTGAGE TRUST 2019-C17 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Wells Fargo Bank, National
Association, as Master Servicer under that certain Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, on behalf
of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other
Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates,
and with the knowledge and intent that the applicable Certification Parties 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 in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”) required to be submitted by the Master Servicer
                                         to the Certificate Administrator pursuant to Sections 3.12(b) and (d) 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 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 in the special servicer backup certificate delivered by the 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 to be delivered under Article XI of the Pooling and Servicing
                                         Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect
                                         to the Master Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Master Servicer under Section 11.09 of the Pooling and



 



    Exhibit Y-2-1


     


    

 


Servicing
Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects
during the Relevant Period;


 


		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 third parties (including the Special Servicer, but other than a Sub-Servicer, Additional
Servicer or any other third party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes
any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn
dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to
the completeness of information and reports, I do not certify anything other than that all fields of information called for in
written reports prepared by the Master Servicer have been properly completed and that any fields that have been left blank on
their face have been done so in accordance with the CREFC procedures for such report.]


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:

	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION	 
	 	 	 	 
		By:
                                         	
	 
	 	 	Name:	 
	 	 	Title:	 


  




    Exhibit Y-2-2


     


    

 


Exhibit
Y-3


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


UBS
COMMERCIAL MORTGAGE TRUST 2019-C17 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of RIALTO CAPITAL ADVISORS, LLC as Special Servicer under that certain
Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), entered
into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Wells Fargo Bank, National
Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as
special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, on behalf of the Special Servicer,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect
to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge
and intent that the applicable Certification Parties 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 (the “Special
                                         Servicer Reports”) required to be submitted by the Special Servicer 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 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, 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 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 to be delivered under Article XI of the Pooling and Servicing
                                         Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect
                                         to the Special Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
                                         Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects during the Relevant Period;



 


		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 







    Exhibit Y-3-1


     


    

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 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.


 


Date:


 

	 	RIALTO
                                         CAPITAL ADVISORS, LLC	 
	 	 	 	 
		By:
                                         	
	 
	 	 	Name:	 
	 	 	Title:	 


  




    Exhibit Y-3-2


     


    

 


Exhibit
Y-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


UBS
COMMERCIAL MORTGAGE TRUST 2019-C17 (The “Trust”)


 


The
undersigned, __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of October 1, 2019
(the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor
(the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), the Trustee,
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [______], the Depositor
and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors
and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that the applicable Certification Parties will rely upon this
certification, that:


 


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.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:



 

	 	WILMINGTON
                                         TRUST, NATIONAL ASSOCIATION	 
	 	 	 	 
		By:
                                         	
	 
	 	 	Name:	 
	 	 	Title:	 





 




    Exhibit Y-4-1


     


    

 


Exhibit
Y-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


UBS
COMMERCIAL MORTGAGE TRUST 2019-C17 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Pentalpha Surveillance LLC (the “Operating Advisor”)
as Operating Advisor under that certain Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and
Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”) and Pentalpha Surveillance LLC, as Operating Advisor and as asset representations
reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers,
directors and affiliates, and with the knowledge and intent that the applicable Certification Parties will rely upon this certification,
that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the 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 “Reports”) (such information provided by the Operating Advisor,
                                         collectively, the “Operating Advisor Periodic Information”) 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 Periodic Information contained in the Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by 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



 



    Exhibit Y-5-1


     


    

 





		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.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 

	 	PENTALPHA
                                         SURVEILLANCE LLC	 
	 	 	 	 
		By:
                                         	
	 
	 	 	Name:	 
	 	 	Title:	 





 




    Exhibit Y-5-2


     


    

 


Exhibit
Y-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


UBS
COMMERCIAL MORTGAGE TRUST 2019-C17 (The “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of October 1,
2019 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp.,
as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer, certifies to [______], the Depositor and each Other Depositor with respect to a securitization of a Serviced Companion
Loan and their respective officers, directors and affiliates, to the extent that the following information is within our normal
area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that the applicable
Certification Parties will rely upon this certification, that:


 


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.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 

	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION	 
	 	 	 	 
		By:
                                         	
	 
	 	 	Name:	 
	 	 	Title:	 





  




    Exhibit Y-6-1


     


    

 


Exhibit
Y-7


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


UBS
COMMERCIAL MORTGAGE TRUST 2019-C17 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Pentalpha Surveillance LLC (the “Asset Representations Reviewer”)
as Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), Wilmington Trust, National
Association, as trustee (the “Trustee”), and Pentalpha Surveillance LLC, as operating advisor and as Asset
Representations Reviewer, on behalf of the Asset Representations Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their
respective officers, directors and affiliates, and with the knowledge and intent that the applicable Certification Parties will
rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
                                         as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual
                                         report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the Asset
                                         Representations Reviewer, collectively, the “Asset Representations Reviewer
                                         Periodic Information”) have been submitted by the Asset Representations Reviewer
                                         to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 




    Exhibit Y-7-1


     


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 

	 	PENTALPHA
                                         SURVEILLANCE LLC	 
	 	 	 	 
		By:
                                         	
	 
	 	 	Name:	 
	 	 	Title:	 


 







    Exhibit Y-7-2


     


    



 


EXHIBIT
Z


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit
Z 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 Exhibit Z 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 such
Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit Z, other than with respect to
Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special
Servicer.


 


	 	Applicable Servicing Criteria
	applicable
    

party
	

                                                                                 Reference
	

                                                                                 Criteria
	 

                                                                                 

	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
                                         Administrator

        

        Master
        Servicer

        

        Special
        Servicer

         

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator

        

        Master
        Servicer

        

        Special
        Servicer

         

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
                                         Servicer

        

        Special
        Servicer

        

        Custodian
        (as applicable)

         

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
                                         Administrator

        

        Master
        Servicer

        

        Special
        Servicer

         

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator

        

        Master
        Servicer

        

        Special
        Servicer

         

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator



 






    
Exhibit Z-1


     


    

 

	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
(as applicable)1 

        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.	Certificate
                                         Administrator

        

        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 Exchange Act.	Certificate
                                         Administrator

        

        Master
        Servicer

        

        Special
        Servicer

         

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator 

        Master
        Servicer 

        Special
        Servicer

         

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and
    approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.
    These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days
    specified in the transaction agreements.	Certificate
                                         Administrator

        

        Master
        Servicer

        

        Special
        Servicer

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with 

respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

                                         Master Servicer 

        Special
        Servicer

         

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
                                         Administrator

                                         Master Servicer

        

        Special
        Servicer

         




 





 



 


1 Only to the extent
that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar
year.


 






    
Exhibit Z-2


     


    

 


	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
                                         Servicer

        

        Special
        Servicer

         

	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
                                         Servicer

        

        Operating
        Advisor

         

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
                                         Servicer

        

        Special
        Servicer

         

	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At
all times that the Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 




    
Exhibit Z-3


     


    





 

EXHIBIT
AA

ADDITIONAL
FORM 10-D DISCLOSURE


 

The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator (or the Master Servicer to the extent specified in Section
11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating income information,
financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6
below, possession) of such information (other than information as to itself).  Each of the Certificate Administrator, the
Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the
Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence
of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller.  Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that
there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume
that no other party or property will constitute a “significant obligor” after the Cut-off Date.  In no event
shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-D that relates
to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master Servicer or Special Servicer, as
the case may be.  For this Series 2019-C17 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of
credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 

	Item
                                         on Form 10-D

	Party
                                         Responsible


	Item
                                         1A:  Distribution and Pool Performance Information:

 

●   
 Item 1111(h) of Regulation AB

●   
 Item 1125 of Regulation AB

●   
 Item 1121(a)(13) of Regulation AB

 

	●   
                                          Master Servicer

 

●   
 Certificate Administrator


	Item
                                         1B:  Distribution and Pool Performance Information:

 

●   
 Item 1121(a)(14) of Regulation AB

●   
 Item 1121(d) of Regulation AB

●   
 Item 1121(e) of Regulation AB

 

	●   
                                          Certificate Administrator

 

●   
 Depositor

 

●   
 Asset Representations Reviewer


	Item
                                         2:  Legal Proceedings:

 



	●    
                                         Master Servicer (as to itself)

 

●   
 Special Servicer (as to itself) 







 






    Exhibit AA-1


     


    

 


	

●   
 Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein
that are material to security holders)

	

 

●   
 Certificate Administrator (as to itself)

 

●   
 Trustee (as to itself)

 

●   
 Depositor (as to itself)

 

●   
 Operating Advisor (as to itself)

 

●   
 Any other Reporting Servicer (as to itself)

 

●   
 Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal
control of the proceedings)

 

●   
 Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

 

●   
 Originators under Item 1110 of Regulation AB

 

●   
 Party under Item 1100(d)(1) of Regulation AB


	Item
                                         3:  Sale of Securities and Use of Proceeds



	●   
                                          Depositor


	Item
                                         4:  Defaults Upon Senior Securities



	●   
                                          Certificate Administrator


	Item
                                         5:  Submission of Matters to a Vote of Security Holders



	●   
                                          Certificate Administrator


	Item
                                         6:  Significant Obligors of Pool Assets:

 

●   
  Item 1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

 

(a)
information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
obligor” in the Prospectus;

 

(b)
the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls 

	●   
                                          Master Servicer (excluding information for which the Special Servicer is the “Party
                                         Responsible”)

 

●   
 Special Servicer (as to Specially Serviced Loans and REO Properties)




 



    Exhibit AA-2


     


    





 





	of
the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower
(except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations
under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant obligor
under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required
and, if such information for a prior period was required but not previously reported, such information for such
prior period; and

 

(c)
the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the Collection
Period in which the information was received or prepared by the “Party Responsible” as described in clause (b) above.

 

	


	Item
                                         7:  Change in Sponsor Interest in the Securities:

 

●   
 Item 1124 of Regulation AB.

 

	●   
                                          Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation
                                         AB)


	Item
                                         8:  Significant Enhancement Provider Information:

 

●   
 Item 1114(b)(2) and Item 1115(b) of Regulation AB

 

	●   
                                          Depositor


	Item
                                         9:  Other Information, but only to the extent of any information that meets all
                                         the following conditions:  (a) such information constitutes “Additional Form
                                         8-K Disclosure” pursuant to Exhibit CC, (b) such information is required
                                         to be reported as “Additional Form 8-K Disclosure” during the period to which
                                         the Form 10-D relates, and (c) such information was not previously reported as “Additional
                                         Form 8-K Disclosure”.

	●   
                                          Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent that such party is the “Party Responsible” with respect
                                         to such information pursuant to Exhibit CC.  

                                                                                                                                                                         

●   
 Certificate Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale
Reserve Account as of the related Distribution Date and the preceding Distribution Date)




 






    Exhibit AA-3


     


    

 


	

	

●   
 Master Servicer (with respect to the balance of its Collection Account as of the related Distribution Date and the preceding Distribution
Date)

●   
Special Servicer (with respect to the balance of each applicable REO Account as of the related Distribution Date and the preceding
Distribution Date)

●   
Any other party responsible for disclosure items on Form 8-K (including each applicable Mortgage Loan Seller with respect to Item
1100(e) of Regulation AB to the extent material to Certificateholders)


	Item
                                         10:  Exhibits (no. 3):

 

Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

	●    
                                         Depositor


	Item
                                         10:  Exhibits (no. 4):

 

With
respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

	●    
                                         Certificate Administrator

●    
Depositor

 

provided
that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this
Pooling and Servicing Agreement

provided,
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party.


	Item
                                         10:  Exhibits (no. 10):

 

Material
contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

	●   
                                          Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent of any contract that satisfies all the following conditions: 
                                         (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
                                         Loans, and (b) such contract is a contract to which such party (or a subcontractor or
                                         vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
                                         engaged by such party) has caused to have been executed on behalf of the Trust.


	Item
10:  Exhibits (no. 22):

	●   
                                         The applicable party that is the “Party Responsible” with respect to Item
                                         5 as set forth above.






 





    Exhibit AA-4


     


    

 

	

Published
Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the
party that is the “Party Responsible”  with respect to Item 5 above elects to publish a report containing the
information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published
report and answering Item 5 by referencing the published report.

	


	Item
                                         10:  Exhibits (no. 23):

 

Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

	●    
                                         Depositor


	Item
                                         10:  Exhibits (no. 24)

 

Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

	●    
                                         Certificate Administrator


	Item
                                         10:  Exhibits (no. 99)

 

Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

	●   
                                          Not Applicable.


	Item
                                         10:  Exhibits (no. 100)

 

XBRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

	●    
                                         Not Applicable.


	Item
                                         10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document
                                         that meets all the following conditions:  (a) such document constitutes “Additional
                                         Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit CC, (b) such document
                                         is required to be reported as “Additional Form 8-K Disclosure” during the
                                         period to which the Form 10-D relates, and (c) such document was not previously

	●    
                                         Certificate Administrator, Depositor and Trustee, in each case only to the extent
                                         that such party is the “Party Responsible” for the exhibit pursuant to Item
                                         9(d) of Exhibit CC (it being acknowledged that neither the Master Servicer nor
                                         the Special Servicer constitutes a “Party Responsible” under Exhibit CC
                                         with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed
                                         by the Depositor and the Trustee




 



    Exhibit AA-5


     


    
 


	reported
as “Additional Form 8-K Disclosure”.

	       or
Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.





 



    Exhibit AA-6


     


    


 

EXHIBIT
BB


 

ADDITIONAL
FORM 10-K DISCLOSURE

 

The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K
Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of
net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be
provided in connection with 1112(b) below, possession) of such information (other than information as to itself).  Each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from
the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. 
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to conclusively assume that there is no “significant obligor” other than a party or property identified
as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date.  In no event shall the Master Servicer or the Special Servicer be required to provide any information for
inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master
Servicer or Special Servicer, as the case may be.  For this Series 2019-C17 Pooling and Servicing Agreement, each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB.

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	Item
                                         1B:  Unresolved Staff Comments

 

 

	●   
                                         Depositor


	Item
                                         9B:  Other Information, but only to the extent of any information that meets all
                                         the following conditions:

 

(a)
such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit CC,

 

(b)
such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form
10-K relates, and

 

(c)
such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D
Disclosure”

	●   
                                         Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent that such party is the “Party Responsible” with respect
                                         to such information pursuant to Exhibit CC.  


	Item
                                         15:  Exhibits, Financial Statement Schedules (SEE BELOW)

	SEE
                                         BELOW





 






     Exhibit BB-1


     


    

 


	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

 

●   
Item 1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
(ii) such information was not so set forth and (iii) the Master Servicer has not previously reported such information as “Additional
Form 10-D Information”.

 

	●   
                                         The applicable Mortgage Loan Seller.

 


	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

 

●   
Item 1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the Master
Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

 

	●   
                                         The Depositor





 






     Exhibit BB-2


     


    

 

	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

 

●   
Item 1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

 

(a)
information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
obligor” in the Prospectus;

 

(b)
the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the
related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower
(except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations
under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant obligor
described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period
is required and, if such information for a prior period was required but not previously reported, such information
for such prior period; and

 

(c)
the information shall be reportable only to the extent that is has not previously been reported as “Additional Form 10-D
Information”.

 

	●   
                                         Master Servicer (excluding information for which the Special Servicer is the “Party
                                         Responsible”)

 

●   
Special Servicer (as to Specially Serviced Loans and REO Properties)


	Instruction
                                         J(2)(c) (Significant Enhancement Provider Information):

 

●   
Items 1114(b)(2) and 1115(b) of Regulation AB

 

	●   
                                         Depositor





 






     Exhibit BB-3


     


    

 

	Instruction
                                         J(2)(d) (Legal Proceedings):

 

●   
Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein
that are material to security holders)

	●    
                                         Master Servicer (as to itself)

 

●    
Special Servicer (as to itself)

 

●    
Certificate Administrator (as to itself)

 

●    
Trustee (as to itself)

 

●    
Depositor (as to itself)

 

●    
Trustee/Certificate Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal
control of the proceedings)

 

●    
Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

 

●    
Originators under Item 1110 of Regulation AB

 

●    
Party under Item 1100(d)(1) of Regulation AB


	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         1 of 2 Parts:

 

1119(a)
of Regulation AB,

 

but
only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the particular
“Party Responsible”), on the one hand, and any one or more of the following, on the other:  (1) the Depositor,
(2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item as a “Party Responsible”;
provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was
disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

 

and

 

●   
1119(b) of Regulation AB,  

	●    
                                         Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee,
                                         Certificate Administrator, Special Servicer or a sub-servicer retained by it meeting
                                         any of the descriptions in Item 1108(a)(3)).

●    
Special Servicer

●    
Certificate Administrator

●    
Trustee

●    
Each party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of
one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer

 






 






     Exhibit BB-4


     


    

 


	

                                                                                but
only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or
understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s
length transaction with an unrelated third party (apart from the Series 2019-C17 transaction) between itself (that is, the particular
“Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other: 
(1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement,
arrangement, transaction or understanding (A) must be reported only if it then exists or existed within the two prior years, (B)
need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
Form 10-K Disclosure”.

 

and

 

●   
1119(c) of Regulation AB,

 

but
only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship
involving or related to the Series 2019-C17 transaction or the Mortgage Loans between itself (that is, the particular “Party
Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other:  (1) the
Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported
only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
the Prospectus or if 

	

                                                                                constitutes an originator of 10% or more of the assets of the Trust).

●    
Each party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more
of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the
parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the
Form 10-K is due.

●    
Each party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

●    
Each party (if any) that that is specifically identified as an “other material party to the securities or transaction for
purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered
by the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15
of the year in which the Form 10-K is due.




 






     Exhibit BB-5


     


    

 

	

                                                                                it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 
	 
	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         2 of 2 Parts:

 

1119(a)
of Regulation AB,

 

But
only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K
if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

 

and

 

●   
1119(b) of Regulation AB,

 

but
only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or
understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s
length transaction with an unrelated third party (apart from the Series 2019-C17 transaction) between itself (that is, the particular
“Party Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as
a “Party Responsible”, on the other;  provided, however, that a relationship, agreement, arrangement,
transaction or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes
of the applicable Form 10-K if it was disclosed in the Prospectus or if it was


 

	●   
                                         The Depositor

●   
Each Mortgage Loan Seller





 






     Exhibit BB-6


     


    

 


	

                                                                                previously reported as “Additional Form 10-K
Disclosure”.

 

and

 

●   
1119(c) of Regulation AB,

 

but
only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship
involving or related to the Series 2019-C17 transaction or the Mortgage Loans between itself (that is, the particular “Party
Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding
item as a “Party Responsible”, on the other; provided, however, that a relationship (A) must be
reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.
	 
	Item
                                         15:  Exhibits (no. 2):

 

Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

	●   
                                         Depositor


	Item
                                         15:  Exhibits (no. 3):

 

Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

	●   
                                         Depositor





 






     Exhibit BB-7


     


    

 


	Item
                                         15:  Exhibits (no. 4):

 

With
respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

	●   
                                         Trustee

●   
Certificate Administrator

●   
Depositor

 

provided
that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of
this Pooling and Servicing Agreement

 

provided,
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party.


	Item
                                         15:  Exhibits (no. 10):

 

Material
contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

	●   
                                         Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent of any contract that satisfies all the following conditions: 
                                         (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
                                         Loans, and (b) such contract is a contract to which such party (or a subcontractor or
                                         vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
                                         engaged by such party) has caused to have been executed on behalf of the Trust.


	Item
                                         15:  Exhibits (no. 11):

 

Statement
regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable


	Item
                                         15:  Exhibits (no. 12):

 

Statement
regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 13):

 

Annual
report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of
Regulation S-K)

	●   
                                         Not Applicable


	Item
                                         15:  Exhibits (no. 14):

 

Code
of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable.





 






     Exhibit BB-8


     


    

 


	Item
                                         15:  Exhibits (no. 16):

 

Letter
re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable


	Item
                                         15:  Exhibits (no. 18):

 

Letter
re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 21):

 

Subsidiaries
of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)

	●   
                                         Depositor.


	Item
                                         15:  Exhibits (no. 22):

 

Published
Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

	●   
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 23) – Part 1 of 2 Parts:

 

Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required
with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement
and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant
to Section 11.13 of this Pooling and Servicing Agreement.

	●   
                                         Depositor


	Item
                                         15:  Exhibits (no. 23) – Part 2 of 2 Parts:

 

Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the
registered public accounting firm for purposes of any attestation report rendered with respect to the particular “Party
Responsible” pursuant to Section 11.13 of this Pooling and Servicing Agreement.

	●   
                                         Master Servicer

●   
Special Servicer

●   
Depositor

●   
Any other Servicing Function Participant

 

provided,
however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of
such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation report.





 






     Exhibit BB-9


     


    

 


	Item
                                         15:  Exhibits (no. 24)

 

Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

	●   
                                         Certificate Administrator


	Item
                                         15:  Exhibits (no. 31(i))

 

Rule
13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).

	●   
                                         Not Applicable


	Item
                                         15:  Exhibits (no. 31(ii))

 

Rule
13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).

	●   
                                         Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is
                                         governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.


	Item
                                         15:  Exhibits (no. 32)

 

Section
1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).

	●   
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 33)

 

Report
on assessment of compliance with servicing criteria for asset-backed securities  (Exhibit No. 33 of Item 601 of Regulation
S-K).

	●   
                                         Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10
                                         (and Section 11.07) of this Pooling and Servicing Agreement.


	Item
                                         15:  Exhibits (no. 34)

 

Attestation
report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation
S-K).

	●   
                                         Delivery of this exhibit (annual accountants’ attestation report) is governed
                                         by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.


	Item
                                         15:  Exhibits (no. 35)

 

Servicer
compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).

	●   
                                         Delivery of this exhibit (annual servicer compliance statements) is governed by Section
                                         11.09 (and Section 11.07) of this Pooling and Servicing Agreement.


	Item
                                         15:  Exhibit (no. 36)

 

Certification
For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).

	●   
                                         Depositor





 






     Exhibit BB-10


     


    

 


	Item
                                         15:  Exhibits (no. 99)

 

Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 100)

 

XBRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

	●   
                                         Not Applicable.


	Item
                                         15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document
                                         that meets all the following conditions:  (a) such document constitutes “Additional
                                         Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit CC, (b) such document
                                         is required to be reported as “Additional Form 8-K Disclosure” during the
                                         period to which the Form 10-K relates, and (c) such document was not previously reported
                                         as “Additional Form 8-K Disclosure”.

	●   
                                         Certificate Administrator, Depositor and Trustee, in each case only to the extent
                                         that such party is the “Party Responsible” for the exhibit pursuant to Item
                                         9(d) of Exhibit CC (it being acknowledged that neither the Master Servicer nor
                                         the Special Servicer constitutes a “Party Responsible” under Exhibit CC
                                         with respect to any exhibits to a Form 10-K).


	Item
                                         15:  Exhibit (no. 101)

Interactive Data File (Exhibit No. 101 of Item 601
                                         of Regulation S-K).

	Not
                                         Applicable


	Item
                                         15:  Exhibit (no. 102)

Asset Data File (Exhibit No. 102 of Item 601 of Regulation
                                         S-K).

	[Certificate
                                         Administrator]

[Depositor]


	Item
                                         15:  Exhibit (no. 103)

Asset Related Document (Exhibit No, 103 of Item 601
                                         of Regulation S-K).

	[Certificate
                                         Administrator]

[Depositor]





 


 






     Exhibit BB-11


     


    



 

EXHIBIT
CC


 


FORM
8-K DISCLOSURE INFORMATION


 

The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing
Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding
Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information
(other than information as to itself).  Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or a Mortgage Loan Seller.  Each of the Certificate Administrator, the Trustee, the Master Servicer and the
Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date.  In no event shall the Master Servicer or the Special Servicer
be required to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer
or the Special Servicer is not the Master Servicer or Special Servicer, as the case may be.  For this Series 2019-C17 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 

	Item
                                         on Form 8-K

	Party
                                         Responsible 


	Item
                                         1.01:  Entry into a Material Definitive Agreement

 

	●   
                                          Depositor, except as described in the next bullet (it being acknowledged that Item
                                         601 of Regulation S-K requires filing of material contracts to which the registrant or
                                         a subsidiary thereof is a party).



●   
 Certificate Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3
to Item 1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material
to the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the extent
of any amendment or definitive agreement that satisfies all the following





 


    Exhibit CC-1


     


    
 

	

 

	       conditions: 
(a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such
amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged
by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible”
in connection with any amendment to this Pooling and Servicing Agreement.


	Item
                                         1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts

	●   
                                          Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent of any contract that satisfies all the following conditions: 
                                         (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
                                         Loans, and (b) such contract is a contract to which such party (or a subcontractor or
                                         vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
                                         engaged by such party) has caused to have been executed on behalf of the Trust; provided,
                                         however, that the Certificate Administrator shall be the “Party Responsible”
                                         in connection with any amendment to this Pooling and Servicing Agreement.


	Item
                                         1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts

	●   
                                          Depositor, to the extent of any material agreement not covered in the prior item


	Item
                                         1.03:  Bankruptcy or Receivership

	●   
                                          Depositor


	Item
                                         2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation
                                         or an Obligation under an Off-Balance Sheet Arrangement

	●   
                                          Depositor

●   
 Certificate Administrator




 


    Exhibit CC-2


     


    
 

	Item
                                         3.03:  Material Modification to Rights of Security Holders

	●   
                                          Certificate Administrator


	Item
                                         5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year

	●   
                                          Depositor


	Item
                                         6.01:  ABS Informational and Computational Material

	●   
                                          Depositor


	Item
                                         6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent
                                         related to a change in trustee

	●   
                                          Trustee

●   
 Depositor


	Item
                                         6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent
                                         related to a change in Master Servicer or Special Servicer

	●   
                                          Certificate Administrator

●   
 Master Servicer or Special Servicer, as the case may be (in each case, as to itself)


	Item
                                         6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent
                                         related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed
                                         by the particular “Party Responsible”.

	●   
                                          Master Servicer (as to a party appointed by the Master Servicer)

●   
 Special Servicer

●   
 Certificate Administrator

●   
 Depositor


	Item
                                         6.03:  Change in Credit Enhancement or External Support

	●   
                                          Depositor

●   
 Certificate Administrator


	Item
                                         6.04:  Failure to Make a Required Distribution

	●   
                                          Certificate Administrator


	Item
                                         6.05:  Securities Act Updating Disclosure

	●   
                                          Depositor


	Item
                                         7.01:  Regulation FD Disclosure

	●   
                                          Depositor


	Item
                                         8.01:  Other Events

	●   
                                          Depositor


	Item
                                         9.01(d):  Exhibits (no. 1):

 

Underwriting
agreement (Exhibit No. 1 of Item 601 of Regulation S-K)

	●   
                                          Not applicable


	Item
                                         9.01(d):  Exhibits (no. 2):

 

Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

	●   
                                          Depositor


	Item
                                         9.01(d):  Exhibits (no. 3):

 

Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

	●   
                                          Depositor


	Item
9.01(d):  Exhibits (no. 4):

	●   
 Certificate Administrator

                                                                                                                                                                         




 


    Exhibit CC-3


     


    
 

	

With
respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

	

provided
that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling
and Servicing Agreement


	Item
                                         9.01(d):  Exhibits (no. 7):

 

Correspondence
from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit
No. 7 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable


	Item
                                         9.01(d):  Exhibits (no. 14):

 

Code
of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable


	Item
                                         9.01(d):  Exhibits (no. 16):

 

Letter
re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable


	Item
                                         9.01(d):  Exhibits (no. 17):

 

Correspondence
on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable


	Item
                                         9.01(d):  Exhibits (no. 20):

 

Other
documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable


	Item
                                         9.01(d):  Exhibits (no. 23):

 

Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

	●   
                                         Depositor


	Item
                                         9.01(d):  Exhibits (no. 24)

 

Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

	●   
                                         Certificate Administrator





 


    Exhibit CC-4


     


    
 

	Item
                                         15:  Exhibits (no. 99)

 

Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

	●   
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 100)

 

XBRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

	●   
                                         Not Applicable.





 



    Exhibit CC-5


     


    




 


EXHIBIT
DD


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 




**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO 

cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS) (CMBS)



 


UBS
Commercial Mortgage Securitization Corp., UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates,
Series 2019-C17—SEC REPORT PROCESSING


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [         ], hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                    ], phone number: [                     ]; email address: [                     ].


 


	 	[NAME
    OF PARTY], 

    as [role]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:




cc:
Depositor


 




    Exhibit DD-1


     


    

 


EXHIBIT
EE


 


INITIAL
SUB-SERVICERS 


 


		1.	NorthMarq
                                         Capital, LLC



 


		2.	Holliday
Fenoglio Fowler, L.P.



 




    Exhibit EE-1


     


    

 


EXHIBIT
FF


 


SERVICING
FUNCTION PARTICIPANTS


 



None.


 




    Exhibit FF-1


     


    

 


EXHIBIT
GG


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Rialto Capital
Advisors, LLC, as Special Servicer] [Wells Fargo Bank, National Association, as [Certificate Administrator][Custodian] [Wilmington
Trust, National Association, as Trustee] (the “Certifying Servicer”), certify to UBS Commercial Mortgage Securitization
Corp. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed
                                         to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	



 


[WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer]

[RIALTO CAPITAL ADVISORS, LLC,

as Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as [Certificate Administrator][Custodian]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee]


 


	By:
	
	 
	 	Name:	 
	 	Title:	 



 




    Exhibit GG-1


     


    

 


EXHIBIT
HH


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit Z to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a
master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to Platform
taken as a whole[, except as described on Schedule B hereto]; and


 







 






1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.

 



    Exhibit HH-1


     


    

 





[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


  





[Date
of Certification]

	 	[Name
of Reporting Servicer]
	 	 	 
	 	By:
	

	 	 	Name:
	 	 	Title:


  




    Exhibit HH-2


     


    

 


EXHIBIT
II


 


CREFC®
PAYMENT INFORMATION


 


Payments
shall be made to “CRE Finance Council” and sent to:


Commercial
Real Estate Finance Council, Inc.


28
West 44th Street, Suite 815


New
York, NY 10036


Attn:
Executive Director


 


or
by wire transfer to:


 


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


Bank
Name: Chase 


Bank
Address: 80 Broadway, New York, NY 10005 


Routing
Number: 021000021 


Account
Number: 213597397


 




    Exhibit II-1


     


    

EXHIBIT
JJ


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA
E-MAIL: 


To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com, trustadministratorgroup@wellsfargo.com
and cts.sec.notifications@wellsfargo.com


 


Ref:
UBS 2019-C17, Additional Debt Notice for From 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing
Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	UBS
    2019-C17	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	UBS
    2019-C17	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	UBS
    2019-C17	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 




    Exhibit JJ-1


     


    

 


EXHIBIT
KK


 


[RESERVED]


 




    Exhibit KK-1


     


    

 


EXHIBIT
LL


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: 


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 



 


FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator 


9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) UBS 2019-C17—SEC
REPORT PROCESSING 


E-mail:
cts.sec.notifications@wellsfargo.com


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing
Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [            ], hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the Collection Account and REO Account balance information:


 


	Account
    Name	Beginning
                                         Balance as of 

        

        MM/DD/YYYY
	Ending
                                         Balance as of 

        MM/DD/YYYY

	Collection
    Account	 	 
	REO
    Account	 	 



 





    Exhibit LL-1


     


    

 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                 ], phone number: [                  ]; email address: [                  ].


 

	 	[NAME
OF PARTY],

as [role]
	 	 	 
	 	By:
	

	 	 	Name:
	 	 	Title:





cc:
Depositor


 




    Exhibit LL-2


     


    

 


EXHIBIT
MM


 


Form
of notice of purchase of 

controlling class certificate


 


[Date]


 


Wells
Fargo Bank, National Association



as
Master Servicer


Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2019-C17 Asset Manager

Telecopy Number: (704) 715-0036

E-mail: commercial.servicing@wellsfargo.com


 


Rialto
Capital Advisors, LLC



as
Special Servicer


200 S. Biscayne Blvd., Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with
copies to:


 


Jeff
Krasnoff 


Facsimile
number: (305) 229-6425 


E-mail:
jeff.krasnoff@rialtocapital.com


 


Niral
Shah


Facsimile
number: (305) 229-6425


E-mail:
niral.shah@rialtocapital.com


 


Adam
Singer


Facsimile
number: (305) 229-6425 


E-mail:
adam.singer@rialtocapital.com


 


Wells
Fargo Bank, National Association



as Certificate Administrator 



9062
Old Annapolis Road

Columbia, Maryland 21045

E-mail: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services UBS 2019-C17


 



    Exhibit MM-1


     


    

 





Pentalpha
Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2019-C17 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com with UBS 2019-C17 in the subject line





 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of October 1,
                                         2019, by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells
                                         Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as
                                         Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as
                                         Operating Advisor and as Asset Representations Reviewer 



 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our
                                         name and address is as follows:



 


____________________


____________________


____________________


 





Contact
Info: [Tel/Email]


 


		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that we
                                         are not affiliated with the Transferor. To the extent that any Control Termination Event
                                         or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



 


“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 



    Exhibit MM-2


     


    

 





All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 

	 	Very
truly yours,
	 	 
	 	(Transferee)
	 	 	 
	 	By:
	

	 	 	Name:
	 	 	Title:






 




    Exhibit MM-3


     


    

 


EXHIBIT
NN


 


FORM
OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	We
                                         have performed an Asset Review on each [Subject] Loan identified in accordance with the
                                         terms of the Pooling and Servicing Agreement and our conclusion is that there is [no
                                         evidence of a failed Test] [evidence of [•] failed Test[s] as specifically detailed
                                         on the scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a passed Test pass or a failed Test
                                         shall not constitute a determination by the Asset Representations Reviewer of (i) the
                                         existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
                                         any rights it may have against the applicable Mortgage Loan Seller. In addition, the
                                         Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 

	 	PENTALPHA
SURVEILLANCE LLC,
	 	as
Asset Representations Reviewer
	 	 	 
	 	By:
	

	 	 	Name:
	 	 	Title:


 





 











1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.
 




    Exhibit NN-1


     


    

 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 


	Loan
    #	Loan
    Name	Mortgage
    

    Loan 

    Seller	R&W
    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 



 



    Exhibit NN-2


     


    

 


EXHIBIT
OO


 


FORM
OF ASSET REVIEW REPORT SUMMARY1


 


To:
[Addresses of Recipients]


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	We
                                         have performed an Asset Review on each [Subject] Loan identified in accordance with the
                                         terms of the Pooling and Servicing Agreement and our conclusion is that there is [no
                                         evidence of a failed Test][evidence of [__] failed Test[s] as identified on the summary
                                         scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 

	 	PENTALPHA
SURVEILLANCE LLC,
	 	as
Asset Representations Reviewer
	 	 	 
	 	By:
	

	 	 	Name:
	 	 	Title:


 





 











1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.
 



    Exhibit OO-1


     


    





 


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
                                         failures

         
	 	 	 	 
	Loan
    #	Loan

    Name	Mortgage

    Loan Seller	Representations
    

    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity
	 	 	 	 	 	 	 




    Exhibit OO-2


     


    

 


EXHIBIT
PP


 


ASSET
REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (the “PSA”),
the Asset Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with
respect to each representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent
Loan in accordance with the procedures set forth below (each such procedure, a “Test”); provided, however,
that the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review
Materials described in this Exhibit PP if, and only to the extent, the Asset Representations Reviewer determines
pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in
order to facilitate its Asset Review in accordance with the Asset Review Standard. Capitalized terms used herein but not
defined herein have the meaning set forth in the PSA or, solely with respect to a representation and warranty, the meaning
set forth in the related mortgage loan purchase agreement (the “Mortgage Loan Purchase Agreement”). For
the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer
                                         shall not be responsible for any investigation or review beyond that set forth in the
                                         applicable Test related to such representation and warranty;



 


		(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or Title Policy, the Asset Representations Reviewer will be permitted to engage
                                         a qualified consultant to perform a review of the applicable policy, and will be allowed
                                         to rely upon the conclusions of the consultant when making a determination as to whether
                                         there is a Test pass.



 


		(C)	The
                                         Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
                                         legal review or legal conclusion;



 


		(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;



 


		(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the Asset Representations Reviewer in testing is the document that is dated
                                         as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With
                                         respect to each representation and warranty and its related Test(s), the Asset Representations
                                         Reviewer shall take into account any exceptions to such representation and warranty described
                                         in the Mortgage Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass
                                         shall be deemed to have occurred with respect to such Test if the sole reason for not
                                         satisfying the applicable Test is caused by such exception(s);



 



    Exhibit PP-1


     


    

 





		(G)	Evidence
                                         of a failure of a Test could result from (i) an affirmative determination by the Asset
                                         Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination
                                         by Asset Representations Reviewer that the documentation included in the Review Materials
                                         (after making such request for any missing documents in the manner provided for in the
                                         PSA) is not sufficient to perform the Test; and



 


		(H)	A
                                         determination by the Asset Representations Reviewer of a Test pass or a Test failure
                                         shall not constitute a determination by the Asset Representations Reviewer of (i) the
                                         existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
                                         any rights it may have against the applicable Mortgage Loan Seller.



 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit PP, and will not be
obligated to perform additional procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could
produce a different outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required to review
any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information.
The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests
subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations
Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable
Test(s) procedure when making a determination as to whether there is a Test pass.


 




    Exhibit PP-2


     


    




	Representations
    and Warranties	 	Test	Review
    Materials





	1.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each
    Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan.  At the time of the sale, transfer
    and assignment to Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to Seller),
    participation or pledge, and Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any
    and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan
    other than any servicing rights appointment or similar agreement.  Seller has full right and authority to sell,
    assign and transfer each Mortgage Loan, and the assignment to Purchaser constitutes a legal, valid and binding assignment
    of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering
    such Mortgage Loan.	1a	Review
    the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the
    Mortgage Loan Schedule. If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is
    more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it
    will be a Test pass.	Mortgage;
    Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	1b	Review
    all Asset Status Reports and Final Asset Status Reports to the extent previously prepared by the Special Servicer (collectively
    referred to in this Exhibit PP as “Collective Asset Status Reports”) for notation of any Mortgage Note
    or Mortgage that was subject to any assignment (other than assignments to the Seller), participation or pledge, or that the
    Seller did not have good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges,
    pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing
    rights appointment or similar agreement. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	1c	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the Seller not having the full right
    and authority to sell, 	Collective
    Asset Status Reports




    Exhibit PP-3 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	assign and transfer the Mortgage Loan. If such
    notation     is not found, it will be a Test pass.	 
	1d	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the assignment to the Purchaser not constituting
    a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security
    interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.	Collective
    Asset Status Reports
	2.
Mortgage Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty
and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage
Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited
by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar 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) and (ii) that certain provisions in such Mortgage Loan documents (including, without
limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or
premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the 	2a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it
    contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and
    other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage
    Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti- deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty
    2. If such indication exists, it will be a Test pass.	Mortgagor’s
    Counsel Opinion
	2b	Review
    the Collective Asset Status Reports for notation of any valid offset, defense, counterclaim or right of rescission available
    to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage 	Collective
    Asset Status Reports




    Exhibit PP-4 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	limitations set forth in clause (i) above) such
                                                                                                                                           limitations or unenforceability
                                                                                                                                           will not render such Mortgage Loan documents invalid as a whole or materially interfere
                                                                                                                                           with the Mortgagee’s realization of the principal benefits and/or security provided
                                                                                                                                           thereby (clauses (i) and (ii) collectively, the “Standard
                                                                                                                                           Qualifications”).

        Except
        as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission
        available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan
        documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud
        by Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits
        intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.
	 	Loan Documents, including,
    without limitation, any such
    valid offset, defense, counterclaim or right based on intentional fraud by the Seller in connection with the origination of
    the Mortgage Loan, that would deny the Mortgagee (as defined in the related Mortgage Loan Purchase Agreement) the principal
    benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found,
    it will be a Test pass. 	 
	3.
    Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan contain provisions that render the rights and
    remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits
    of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Standard Qualifications. 	3	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the
    security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject
    to the limitations set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	4.
    Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related
    Mortgage File (a) the material terms of such	4a	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for an indication that the material terms of such documents
    have been	Mortgage
    Loan Documents; Collective Asset Status Reports




    Exhibit PP-5 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	Mortgage,
Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan documents have not been waived, impaired, modified, altered,
satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided
by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related
Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation
of the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor has
been released from its material obligations under the Mortgage Loan.  With respect to each Mortgage Loan, except as
contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers consented
to by Seller on or after the Cut-off Date that could be reasonably expected to have a material adverse effect on such Mortgage
Loan.	 	 waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially
    interferes with the security intended to be provided by such Mortgage, except by written instruments set forth in the related
    Mortgage File. If no such indication is found, it will be a Test pass.	 
	4b	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for an indication that a related Mortgaged Property or any
    portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the
    security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property
    except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	4c	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation that neither the related Mortgagor nor the related
    guarantor has been released from its material obligations under the Mortgage Loan except by written instruments set forth
    in the related Mortgage File. If no such notation
    is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	 	4d	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation of a modification, amendment or waiver that could
    be reasonably expected to have a material adverse effect on such Mortgage Loan that was consented to by the Seller on or after
    the Cut-off Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents




    Exhibit PP-6 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	5. Lien; Valid
                                                                                                                                                                                                                           Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases
                                                                                                                                                                                                                           from Seller constitutes a legal, valid and binding assignment from Seller.  Each related Mortgage and Assignment of
                                                                                                                                                                                                                           Leases is freely assignable without the consent of the related Mortgagor.  Each related Mortgage is a legal, valid
                                                                                                                                                                                                                           and enforceable first lien on the related Mortgagor’s fee (or with respect to those Mortgage Loans described in
                                                                                                                                                                                                                           representation and warranty 34 hereof, leasehold) interest in the Mortgaged Property in the principal amount of such
                                                                                                                                                                                                                           Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to
                                                                                                                                                                                                                           representation and warranty 6 set forth on Schedule C to Exhibit C of the related Mortgage Loan
                                                                                                                                                                                                                           Purchase Agreement (each such exception, a “Title Exception”)), except as the enforcement thereof may be
                                                                                                                                                                                                                           limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the
                                                                                                                                                                                                                           Title Exceptions) as of origination was, and as of the Cut-off Date, to Seller’s knowledge, is free and clear of any
                                                                                                                                                                                                                           recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or
                                                                                                                                                                                                                           equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured
                                         against by a lender’s title insurance policy (as described below), and, to Seller’s
                                         knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting
                                         Permitted Encumbrances and the Title Exceptions), no rights exist which under law could
                                         give rise to any such lien or encumbrance that would be prior to or equal with the lien
                                         of the related Mortgage, except those which are bonded over, escrowed for or

                                                                                	5a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding any assignment
    of Mortgage or Assignment of Leases not constituting a legal, valid and binding assignment from the Seller, subject to the
    Insolvency Qualifications. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	5b	Review
    the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related Mortgage
    and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found,
    it will be a Test pass.	Mortgage;
    Assignment of Leases
	5c	Review
                                         the Title Policy (as defined in representation and warranty 6) to determine if the
                                         related Mortgage is a first lien on the related Mortgagor’s fee (or with respect
                                         to those Mortgage

        Loans
        described in representation and warranty 34 hereof, leasehold) interest in the Mortgaged Property. Compare the amount
        of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine whether they are
        equivalent. If each such determination is made, it will be a Test pass.
	Title
    Policy; Mortgage; Mortgage Loan Schedule
	5d	 Review
the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s
liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (other than Permitted
Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable	Title
    Policy




    Exhibit PP-7 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials
	 insured
                                         against by a lender’s title insurance policy (as described below).  Notwithstanding
                                         anything herein to the contrary, no representation is made as to the perfection of any
                                         security interest in rents or other personal property to the extent that possession or
                                         control of such items or actions other than the filing of UCC financing statements is
                                         required in order to effect such perfection.	 	Title Policy).
    If so determined, it will be a Test pass.	 
	5e	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, as of the Cut-off Date,
    the Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage
    (other than Permitted
    Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy).
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports



	 	 	Permitted
    Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy).
    If such a notation or other indication is not found, it will be a Test pass.	 
	5f	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, subject to the rights
    of tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior
    to or equal with the lien of the related Mortgage, except for Permitted Encumbrances and those which are bonded over, escrowed
    for or insured against by the a lender’s title insurance policy. If such a notation or other indication is not found,
    it will be a Test pass.	Collective
    Asset Status Reports
	5g	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Seller did not have
    legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule,
    leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance
    or security interest. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports




    Exhibit PP-8 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	6.
    Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title
    Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable
    jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a
    preliminary     title policy with escrow instructions or a “marked up” commitment, in each case binding on the
    title insurer)     (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with
    respect to a Mortgage     Loan secured by multiple properties, an amount equal to at least the allocated loan amount with
    respect to the Title Policy     for each such property) after all advances of principal (including any advances held in
    escrow or reserves), that insures     for the benefit of the owner of the indebtedness secured by the Mortgage, the first
    priority lien of the Mortgage, which lien     is subject only to (a) the lien of current real property taxes, water
    charges, sewer rents and assessments not yet due     and payable; (b) covenants, conditions and restrictions, rights of
    way, easements and other matters of public record;     (c) the exceptions (general and specific) and exclusions set
    forth in such Title Policy; (d) other matters to which     like properties are commonly subject; (e) the rights of
    tenants (as tenants only) under leases (including subleases)     pertaining to the related Mortgaged Property and condominium
    declarations; and (f) if the related Mortgage Loan constitutes     a Crossed Mortgage Loan, the lien of the Mortgage for
    the related Crossed Mortgage Loan or Crossed Mortgage Loans; provided
    that none of such items (a) through (f),
    individually or in the aggregate, materially and adversely interfere with the value or current use of the Mortgaged
    Property,     the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property
    to generate     net cash flow sufficient to service the related Mortgage Loan, or the Mortgagor’s ability to pay its
    obligations when     they become due (collectively, the “Permitted Encumbrances”).  For purposes
    of clause (a)     of	 6a	
                                                                                Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to
    determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.
	 
	6b	Review
    the Title Policy to determine if the first priority lien of the Mortgage is subject only to Permitted Encumbrances, as defined
    in representation and warranty 6 and the exceptions to representation and warranty 6 set forth in Schedule C
    to Exhibit C of the related Mortgage Loan Purchase Agreement. If so determined, it will be a Test pass.	Title
    Policy
	6c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
    to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.
    If not so determined, it will be a Test pass.	Title
    Policy
	6d	Review
    the Title Policy and Collective Asset Status Reports for a notation or other indication that the coverage is not in full force
    and effect, that all premiums thereon have not been paid or that claims have been made by the Seller. If no such notation
    or other indication is found, it will be a Test pass.	Title
    Policy; Collective Asset Status Reports




    Exhibit PP-9 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	the
                                         immediately preceding sentence, any such taxes, assessments and other charges shall not
                                         be considered due and payable until the date on which interest and/or penalties would
                                         be payable thereon. Except as contemplated by clause (f) of the preceding
                                         sentence none of the Permitted Encumbrances are mortgage liens that are senior to or
                                         coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or,
                                         if it has yet to be issued, the coverage to be provided thereby) is in full force and
                                         effect, all premiums thereon have been paid, no claims have been made by Seller thereunder
                                         and no claims have been paid thereunder. Neither Seller nor, to Seller’s knowledge,
                                         any other holder of the Mortgage Loan, has done, by act or omission, anything that would
                                         materially impair the coverage under such Title Policy.
	 	 	 
	6e	Review
    the Collective Asset Status Reports for a notation or other indication that the Seller, or any other holder of the Mortgage
    Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7.
    Junior Liens. It being understood that Subordinate Companion Loans secured by the same Mortgage as a Mortgage Loan
    are not subordinate mortgages or junior liens, except for any Crossed Mortgage Loans, there are, as of origination, and to
    Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering
    the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’
    and materialmen’s liens (which are the subject of the representation in representation and warranty 5 above), and	7a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property,
    except for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.	Title
    Policy
	7b	Review
                                         the Title Policy to determine if, as of origination and the Cut-off Date, there are no
                                         subordinate mortgages or junior mortgage liens securing the payment of money encumbering
                                         the related Mortgaged Property other than Permitted Encumbrances and the Title Exceptions,
                                         taxes and
	Title
    Policy




    Exhibit PP-10 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	equipment
    and other personal property financing).  Except as set forth on Exhibit C-32-1 to Exhibit C of the
    applicable Mortgage Loan Purchase Agreement, Seller has no knowledge of any mezzanine debt secured directly by interests in
    the related Mortgagor.	 	 	 
	 	 	assessments,
    mechanics’ and materialmen’s liens and equipment and other personal property financing. If so determined, it will
    be a Test pass.	 
	7c	Review
    the Collective Asset Status Reports for a notation or other indication that, except as set forth in Exhibit C-32-1
    to Exhibit C of the applicable Mortgage Loan Purchase Agreement, the Seller had knowledge of: (1) any mezzanine
    debt secured directly by interests in the related Mortgagor or (2) any subordinate mortgages or junior liens securing
    the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions,
    taxes and assessments, mechanics’ and materialmen’s liens If such a notation or other indication is not found,
    it will be a Test pass.	Collective
    Asset Status Reports
	8.
    Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as
    a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions,
    each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien
    or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to
    the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases,
    including the right to operate the	8a	Review
    the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related
    Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Assignment of Leases
	8b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid
    first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights
    under the related lease or leases, subject only to a license	Title
    Policy; Mortgage; Assignment of Leases




    Exhibit PP-11 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	related
    leased property, except as the enforcement thereof may be limited by the Standard Qualifications.  The related Mortgage
    or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of
    default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee
    to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.	 	 	 
	 	 	granted
    to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases,
    including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard
    Qualifications. If so determined with respect to each part of this Test, it will be a Test pass.	 
	8c	Review
    the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related
    Mortgage, or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that upon an
    event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related
    Mortgagee to enter into possession to collect the rents or for rents or for the related Mortgagee to enter into possession
    to collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	Assignment
    of Leases; Mortgage
	9.
    UCC Filings. If the related Mortgaged Property is operated as a hospitality property, Seller has filed and/or recorded
    or caused to be filed and/or recorded (or, if not	9	If
    the related Mortgaged Property is operated as a hospitality property, review the Collective Asset Status Reports for a notation
    or other indication of	Collective
    Asset Status Reports




    Exhibit PP-12 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	filed
    and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording), UCC financing statements
    in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to
    perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged
    Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property,
    any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted
    under the terms of the related Mortgage Loan documents or any other personal property leases applicable to such personal property),
    to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be.  Subject
    to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security
    interest on the items of personalty described above.  No representation is made as to the perfection of any security
    interest in rents or other personal property to the extent that possession or control of such items or actions other than
    the filing of UCC financing statements are required in order to effect such perfection.	 	inappropriately
    filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not found, it will be a Test pass.	 
	10.
                                         Condition of Property. Seller or the originator of the Mortgage Loan inspected
                                         or caused to be inspected each related Mortgaged Property within six months of origination
                                         of the Mortgage Loan and within twelve months of the Cut-off Date.

        An
        engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan
        no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily
        performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged
        Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established
        at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use
        or value of such Mortgaged Property as security for the Mortgage Loan.
	10a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months
    of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	10b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve
    months prior to the Cut-off Date. Review the engineering report to confirm that each related Mortgaged Property is free of
    material damage. If so determined with respect to each part of the Test, it will be a Test pass.	Engineering
    report; Property condition assessment
	10c	Review
                                         the Collective Asset Status Reports for a notation or other indication that the Seller
                                         had

        knowledge
        of issues with the physical condition of the Mortgaged Property that the Seller believed would have a material adverse
        effect on the value or use of the Mortgaged Property other than those disclosed in the most recently dated engineering
        report or Servicing File and those addressed in sub-clauses (i) and (ii) of representation and warranty 10. If such a
        notation or other indication is not found, it will be a Test pass.
	Collective
    Asset Status Reports
	11.
    Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without
    limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that
    would be of equal or superior priority to the lien of the Mortgage and that prior to the	11	Review
    the Collective Asset Status Reports for a notation or other indication that all taxes, governmental assessments and other
    outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which
    could be a lien on the	 




    Exhibit PP-13 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	Cut-off
    Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established
    in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon.  For
    purposes of this representation and warranty 11, real estate taxes and governmental assessments and other outstanding
    governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on
    which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled
    to be taken by the related taxing authority.	 	related
    Mortgage Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date
    have come delinquent in respect of the Mortgaged Property have not been paid, or an escrow of funds has been established in
    an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	12.
    Condemnation. As of the date of origination and to Seller’s knowledge as of the Cut-off Date, there is no proceeding
    pending, and, to Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding
    threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on
    the value, use or operation of the Mortgaged Property.	12	Review
    the Collective Asset Status Reports for a notation or other indication of any proceeding pending or threatened for the total
    or partial condemnation of such Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation
    or other indication that the Seller had knowledge as of the Cut-off Date and as of the origination date of any such proceeding
    that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or
    other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	13.
    Actions Concerning Mortgage Loan. As of the date of origination and to Seller’s knowledge as of the Cut-off Date,
    there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor,
    guarantor or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected
    to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity
    or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such
    guarantor’s ability to perform under the	13a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the Collective Asset Status Reports for an indication
    of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor,
    or Mortgagor's interest in the Mortgaged Property that existed on the origination date. If such an indication is not found,
    it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; Collective Asset Status Reports
	13b	Review
    the Collective Asset Status Reports to determine if an adverse outcome of any such	Collective
    Asset Status Reports




    Exhibit PP-14 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	related
    guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents or (f) the
    current principal use of the Mortgaged Property.	 	 	 
	 	 	pending,
    filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor,
    or Mortgaged Property would reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation
    and warranty 13. If any such adverse outcome would not reasonably be expected to adversely affect the matters set forth
    in clauses (a)-(f) of representation and warranty 13, it will be a Test pass.	 
	14.
    Escrow Deposits. All escrow deposits and escrow payments required to be escrowed with lender pursuant to each Mortgage
    Loan (including any capital improvements and environmental remediation reserves) are in the possession, or under the control,
    of Seller or its servicer, and there are no deficiencies or delinquencies (subject to any applicable grace or cure periods)
    in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with lender
    under the related Mortgage Loan documents are being conveyed by Seller to Purchaser or its servicer.	14a	Review
    the Collective Asset Status Reports for a notation or other indication of any escrow deposits and escrow payments required
    to be escrowed with the lender pursuant to each Mortgage Loan not in the servicer’s possession or control. If such a
    notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	14b	Review
    the Diligence File and the Collective Asset Status Reports to determine if all escrows and deposits required pursuant to the
    Mortgage Loan have been conveyed by the Seller to the Purchaser or its servicer. If so determined, it will be a Test pass.	Diligence
    File; Collective Asset Status Reports
	15.
    No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed
    as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount
    of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve	15a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
    amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; and Origination settlement statement




    Exhibit PP-15 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	accounts
    pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with
    respect to the related Mortgaged Property, the Mortgagor or other considerations determined by Seller to merit such holdback).	 	 	 
	 	15b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those
    cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve
    accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters
    with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Seller to merit such
    holdback). If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	16.
    Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a
    property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss
    form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements
    of the related Mortgage Loan documents and having a claims-paying or financial strength rating of at least “A-:VIII”
    from A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-” from S&P (collectively
    the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less than the
    lesser of (1) the original principal balance of the Mortgage Loan or Whole Loan, as applicable, and (2) the full
    insurable value on a replacement cost basis of the improvements, furniture,	16a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance
    policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage
    Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser
    of (1) the original principal balance of any Mortgage Loan or Whole Loan, as applicable, and (2) the full	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)




    Exhibit PP-16 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	furnishings,
                                         fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property
                                         (with no deduction for physical depreciation), but, in any event, not less than the amount
                                         necessary, or containing such endorsements as are necessary, to avoid the operation of
                                         any coinsurance provisions with respect to the related Mortgaged Property.

        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents,
        by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less
        than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million
        or more, 18 months).

        If
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor
        is required to maintain insurance in an amount at least equal to the least of (A) the maximum amount available under
        the National Flood Insurance Program plus any such additional excess flood coverage in an amount as is generally required
        by prudent institutional commercial mortgage lenders originating mortgage loans for securitization, (B) the outstanding
        principal amount of the Mortgage Loan and (C) the insurable value of the Mortgaged Property.

        If
        the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
        Georgia, South Carolina or North Carolina, the related
	 	insurable
    value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor
    and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the
    amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with
    respect to the Mortgaged Property. If so determined, it will be a Test pass.	 
	16b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	16c	Review
    the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption
    or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with
    respect to a Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such
    provisions are found, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18c above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	16e	Review
    the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking
    lot, located	Insurance
    Summary Report




    Exhibit PP-17 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	Mortgagor
                                         is required to maintain coverage for windstorm and/or windstorm related perils and/or
                                         “named storms” issued by an insurer meeting the Insurance Rating Requirements
                                         or endorsement covering damage from windstorm and/or windstorm related perils and/or
                                         named storms by an insurer meeting the Insurance Rating Requirements, in an amount not
                                         less than the lesser of (1) the original principal balance of the Mortgage Loan
                                         and (2) the full insurable value on a replacement cost basis of the improvements,
                                         furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in
                                         the Mortgaged Property (with no deduction for physical depreciation), but, in any event,
                                         not less than the amount necessary or containing such endorsements as are necessary to
                                         avoid the operation of any coinsurance provisions with respect to the related Mortgaged
                                         Property.

        The
        Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial
        general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for
        property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally
        required by Seller for similar commercial and multifamily loans intended for securitization, and in any event not less
        than $1 million per occurrence and $2 million in the aggregate.

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of
	 	on
    the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having
    “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains
    insurance in an amount at least equal to the least of (A) the maximum amount available under the National Flood Insurance
    Program plus any such additional excess flood coverage in an amount as is generally required prudent institutional commercial
    mortgage lenders originating mortgage loans for securitization, (B) the outstanding principal amount of the Mortgage
    Loan and (C) the insurable value of the Mortgaged Property. If so determined, it will be a Test pass.	 
	16f	If
    the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
    Georgia, South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for
    windstorm and/or windstorm related perils and/or “named storms” or endorsement covering damage from windstorm
    and/or windstorm related perils and/or named storms by an insurer meeting the Insurance Rating Requirements, in an not less
    than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a
    replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included
    in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Diligence File




    Exhibit PP-18 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials
	assessing
                                         the probable maximum loss or scenario expected loss (“PML”) for the
                                         Mortgaged Property in the event of an earthquake. In such instance, the PML was based
                                         on a 475-year return period, an exposure period of 50 years and a 10% probability
                                         of exceedance. If the resulting report concluded that the PML would exceed 20% of the
                                         amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged
                                         Property was obtained by an insurer rated at least “A:VIII” by A.M. Best
                                         Company or “A3” (or the equivalent) from Moody’s or “A-”
                                         by S&P in an amount not less than 100% of the PML.

        The
        Mortgage Loan documents require insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property
        loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with
        respect to all property losses in excess of 5% of the then-outstanding principal amount of the related Mortgage Loan or
        Whole Loan, as applicable, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds
        as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage
        Loan or Whole Loan, as applicable, together with any accrued interest thereon.

        All
        premiums on all insurance policies referred to in this section that are required by the related Mortgage Loan documents
        to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan
        and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability
        insurance policy, as named or
	 	amount
    necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect
    to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined with respect to
    each part of this Test, it will be a Test pass.	 
	16g	Review
    the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property
    is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability
    insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual
    damage and personal injury (including bodily injury and death) in amounts as are generally required by the Seller for similar
    commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence
    and $2 million in the aggregate. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Mortgage Loan Documents
	16h	Review
    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined,
    review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for
    the sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake and based on a 475-year return
    period,	Property
    condition assessment; Seismic engineering study




    Exhibit PP-19 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	additional
    insured. Such insurance policies will inure to the benefit of the Trustee.  Each related Mortgage Loan obligates
    the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender
    to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums.  All
    such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the
    lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days prior notice to
    the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable
    law) arising for any reason other than non-payment of a premium and no such notice has been received by Seller.	 	 	 
	 	an
    exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.	 
	16i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of
    the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property
    was obtained. If so determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3”
    (or the equivalent) from Moody’s or “A-” by S&P. The insurance amount should be not less than 100% of
    the PML. If so determined with respect to each part of the Test, it	Seismic
    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies
    and/or certificates of insurance)




    Exhibit PP-20 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	will
    be a Test pass.	 
	16j	Review
    the Mortgage Loan Documents for provisions requiring that insurance proceeds (or an amount equal to such insurance proceeds)
    in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged
    Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan,
    the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration
    progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan or Whole Loan, as applicable,
    together with any accrued interest thereon. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	16k	Review
    the Collective Asset Status Reports for a notation or other indication that insurance premiums are current as of the Cut-off
    Date. If such a notation or other indication is found, it will be a Test pass.	Collective
    Asset Status Reports
	16l	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies name the lender under any Mortgage Loan and its successors
    and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy,
    as named or additional insured. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16m	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties,	Insurance
    Summary Report (solely with




    Exhibit PP-21 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	review
    the insurance policies and/or certificates of insurance) to determine if the insurance will inure to the benefit of the trustee.
    If so determined, it will be a Test pass.	respect
    to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16n	Review
    the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and,
    at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost
    and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	16o	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require
    at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a
    premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period,
    not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.
    If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16p	Review
    the Collective Asset Status Reports for a notation or other indication that any notice described in Test 18o may have
    been received by	Collective
    Asset Status Reports




    Exhibit PP-22 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	the
    Seller. If such a notation or other indication is not found, it will be a Test pass.	 
	17.
    Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and
    has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress
    and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer
    (or well and septic) and all required utilities, all of which are adequate for the current use of the Mortgaged Property,
    and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged
    Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases,
    an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which
    case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which
    the Mortgaged Property is a part until the separate tax lots are created.	17a	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to
    such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public
    road. If so determined, it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	17b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and
    sewer (or well and septic) and all required utilities, all of which are adequate for the current use of the Mortgaged Property.
    If so determined, it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	17c	Review
    the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not
    include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated
    Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable
    governing authority for creation of separate tax lots, in which case any Mortgage Loan requires the Mortgagor to escrow an
    amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part	Title
    Policy; Survey; Mortgage Loan Documents




    Exhibit PP-23 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	until
    the separate tax lots are created. If so determined, it will be a Test pass.	 
	18.
    No Encroachments. To Seller’s knowledge based solely on surveys obtained in connection with origination and the
    lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with
    escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage
    Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged
    Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property,
    except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for
    which insurance or endorsements were obtained under the Title Policy.  No improvements on adjoining parcels encroach
    onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current
    use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No
    improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely
    affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect to
    the Title Policy.	18a	Review
    the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the
    appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of
    the related Mortgaged Property, except for encroachments that do not materially and adversely affect the value or current
    use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. If so determined,
    it will be a Test pass.	Survey;
    Title Policy; Appraisal
	18b	Review
    the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged
    Property that materially and adversely affect the value and current use of such Mortgage Property and for which insurance
    or endorsements were obtained under the Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy
	18c	Review
    the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for
    encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property
    or for which insurance or endorsements obtained with respect to the Title Policy. If not so determined, it will be a Test
    pass.	Survey;
    Title Policy
	19.
    No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent
    interest feature or a negative amortization feature	19	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization
    feature	Mortgage
    Loan Documents




    Exhibit PP-24 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	(except
    that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated
    Repayment Date) or an equity participation by Seller.	 	(except
    that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated
    Repayment Date) or an equity participation by the Seller. If no such feature is found with respect to each part of this Test,
    it will be a Test pass.	 
	20.
    REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the
    Code (but determined without regard to the rule in the U.S. Department of Treasury regulations (the “Treasury Regulations”)
    Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the
    issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount
    of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including
    permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and
    air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do
    not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding
    personal property) having a fair market value (i) at the date the Mortgage Loan (or related Whole Loan) was originated
    at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date or (ii) at
    the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date,
    provided that
    for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any
    lien on the real property	20a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed
    the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.	Origination
    settlement statement; Mortgage Loan
	20b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if (a) the Mortgage Loan is secured by an interest
    in real property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems
    and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive
    functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of
    space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at
    least equal to 80% of the initial principal amount of any Mortgage Loan (or related Whole Loan) on such date or (ii) at
    the Closing Date at least equal to 80% of the outstanding principal amount of the Mortgage Loan (or related Whole Loan) on
    such date, provided
    that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must
    first be reduced by (A) the amount of	Appraisal;
    Mortgage Loan Documents




    Exhibit PP-25 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	interest
                                         that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that
                                         is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of
                                         such Mortgage Loan were used to acquire, improve or protect the real property which served
                                         as the only security for such Mortgage Loan (other than a recourse feature or other third-party
                                         credit enhancement within the meaning of Section 1.860G-2(a)(1)(ii) of the Treasury
                                         Regulations). If the Mortgage Loan was “significantly modified” prior to
                                         the Closing Date so as to result in a taxable exchange under Section 1001 of the
                                         Code, it either (x) was modified as a result of the default or reasonably foreseeable
                                         default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i)
                                         above (substituting the date of the last such modification for the date the Mortgage
                                         Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto.
                                         Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan
                                         constitute “customary prepayment penalties” within the meaning of Section 1.860G-1(b)(2)
                                         of the Treasury Regulations. All terms used in this representation and warranty 20
                                         shall have the same meanings as set forth in the related Treasury Regulations.
	 	 	 
	 	any
    lien on the real property interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that
    is in parity with such Mortgage Loan or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire,
    improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature
    or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so
    determined, it will be a Test pass.	 
	20c	Review
    the Collective Asset Status Reports for an indication or other notation that the Mortgage Loan was modified prior to the Closing
    Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either
    (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies
    the provisions of either sub-clause (B)(i) in the first sentence of	Collective
    Asset Status Reports




    Exhibit PP-26 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	representation
    and warranty 20 (substituting the date of the last such modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii)
    in the first sentence of representation and warranty 20, including the proviso thereto. If there were any such modifications,
    and such a notation or other indication is found, it will be a Test pass.	 
	20d	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the Prepayment
    Premiums and Yield Maintenance Charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	21.
    Compliance with Certain Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance
    charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable
    state or federal laws, regulations and other requirements pertaining to usury.	21a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the terms
    of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	21b	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that any material
    requirements pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other
    material requirements of any federal, state or local law have not been complied with. If such a notation or other indication
    is not	Collective
    Asset Status Reports




    Exhibit PP-27 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	found,
    it will be a Test pass.	 
	21c	Review
    the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	22.
    Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as
    of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business
    in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially
    and adversely affect the enforceability of such Mortgage Loan by the Trust.	22	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that as of the date that
    the Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact
    or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication
    is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of
    such Mortgage Loan by the Trust. If so determined, it will be a Test pass.	Collective
    Asset Status Reports
	23.
    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination
    and, to Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such,
    currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable
    law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee, and, except in connection
    with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of
    the related Mortgaged Property or security for the related Mortgage Loan, no fees are payable to such trustee except for de
    minimis fees paid or such fees as required by the applicable jurisdiction which are to be paid by such Mortgagor in accordance
    with the related Mortgage	23a	Review
    the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	23b	Review
    the Mortgage Loan Documents for an indication that, except in connection with a trustee’s sale after a default by the
    Mortgagor or in connection with any full or partial release of the Mortgaged Property or security for the related Mortgage
    Loan, no fees are payable to such trustee except for de minimis fees paid or such fees as required by the applicable
    jurisdiction which are to be paid by such Mortgagor in accordance with the related Mortgage Loan Documents. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents




    Exhibit PP-28 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	Loan
    documents.	 	 	 
	24.
    Local Law Compliance. To Seller’s knowledge, based upon any of a letter from any governmental authorities, a
    legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy,
    or other affirmative investigation of local law compliance consistent with the investigation conducted by Seller for similar
    commercial and multifamily mortgage loans intended for securitization, with respect to the improvements located on or forming
    part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the
    Cut-off Date, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively
    “Zoning Regulations”) other than those which (i) are insured by the Title Policy or a law and ordinance
    insurance policy or (ii) would not have a material adverse effect on the Mortgage Loan.  The terms of the Mortgage
    Loan documents require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning
    and building laws.	24a	Review
    the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances,
    building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or
    forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related
    Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i) are insured by the Title Policy or a
    law and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating
    income of the Mortgaged Property. If such indication is found, it will be a Test pass.	Zoning
    Report; Title Policy
	24b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to comply in all material respects with all applicable
    governmental regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	25.
    Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses,
    permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and
    effect, and to Seller’s knowledge based upon a letter from any government authorities or other affirmative investigation
    of local law compliance consistent with the investigation conducted by Seller for similar commercial and multifamily mortgage
    loans intended for securitization, all such material licenses,	25a	Review
    the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits and applicable
    governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	25b	Review
    the Mortgage Loan Documents and the Collective Asset Status Reports for a notation or other indication that the Seller had
    knowledge that any licenses, permits, franchises, certificates of	Mortgage
    Loan Documents; Collective Asset Status Reports




    Exhibit PP-29 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	permits
    and applicable governmental authorizations are in effect.  The Mortgage Loan requires the related Mortgagor to be
    qualified to do business in the jurisdiction in which the related Mortgaged Property is located.	 	 	 
	 	 	occupancy
    and applicable governmental authorizations necessary for the operation of the Mortgaged Property are not in effect. If such
    a notation or other indication is not found, it will be a Test pass.	 
	25c	Review
    the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction
    in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	26.
    Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes
    full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
    (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not
    de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if
    any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar
    federal or state law, shall be filed by the Mortgagor; (ii) the Mortgagor or guarantor shall have colluded with (or,
    alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect
    to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in the Mortgagor made
    in violation of the Mortgage Loan documents; and (b) contains provisions	26a	Review
    the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor (which is a natural person
    or persons, or an entity distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that has assets other than
    equity in the related Mortgaged Property that are not de minimis) in connection with the events or circumstances set
    forth in clauses (a)(i) through (a)(iii) of representation and warranty 26. If such provisions are found, it will
    be a Test pass.	Mortgage
    Loan Documents
	26b	Review
    the Mortgage Loan Documents to determine if provisions exist permitting recourse against the Mortgagor and guarantor (which
    is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor)
    that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages
    sustained	Mortgage
    Loan Documents




    Exhibit PP-30 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	providing
    for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
    (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not
    de minimis), for losses and damages sustained by reason of the following (or negotiated provisions of substantially
    similar effect): (i) the Mortgagor’s misappropriation of rents during the continuation of an event of default under
    the Mortgage Loan; (ii) the Mortgagor’s misappropriation of (A) insurance proceeds or condemnation awards
    or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to lender upon foreclosure
    or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default);
    (iii) the Mortgagor’s fraud or intentional material misrepresentation; (iv) breaches of the environmental
    covenants in the Mortgage Loan documents; or (v) the Mortgagor’s commission of intentional material physical waste
    at the Mortgaged Property.	 	 	 
	 	 	by
    reason of the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty 26.
    If so determined, it will be a Test pass.	 
	27.
    Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release
    of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied
    by principal repayment, or partial Defeasance (as defined in representation and warranty 32 below), of not less than
    a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion
    of the Mortgaged Property and (ii) the outstanding	27a	Review
    the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release,
    the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a)
    through (e) of the first sentence of representation and warranty 27. If such provisions are found, it will be a Test
    pass.	Mortgage
    Loan Documents
	27b	Review
    the Mortgage Loan Documents for	Mortgage
    Loan Documents




    Exhibit PP-31 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	principal
                                         balance of the Mortgage Loan or Whole Loan, as applicable, (b) upon payment in full
                                         of such Mortgage Loan or Whole Loan, as applicable, (c) upon a Defeasance (as defined
                                         in representation and warranty 32 below), (d) releases of out-parcels that
                                         are unimproved or other portions of the Mortgaged Property which will not have a material
                                         adverse effect on the underwritten value of the Mortgaged Property and which were not
                                         afforded any material value in the appraisal obtained at the origination of the Mortgage
                                         Loan and are not necessary for physical access to the Mortgaged Property or compliance
                                         with zoning requirements, or (e) as required pursuant to an order of condemnation.
                                         With respect to any partial release under the preceding clauses (a) or (d),
                                         either: (x) such release of collateral (I) would not constitute a “significant
                                         modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2)
                                         of the Treasury Regulations and (II) would not cause the subject Mortgage Loan to
                                         fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A)
                                         of the Code; or (y) the Mortgagee or servicer can, in accordance with the related
                                         Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s
                                         delivery of an opinion of tax counsel to the effect specified in the immediately preceding
                                         clause (x). For purposes of the preceding clause (x), if the
                                         fair market value of the real property constituting such Mortgaged Property (reduced
                                         by (1) the amount of any lien on the real property that is senior to the Mortgage
                                         Loan and (2) a proportionate amount of any lien on real property that is in parity
                                         with the Mortgage Loan) after the release is not equal to at least 80% of the principal
                                         balance of the Mortgage Loan or Whole Loan, as applicable, outstanding after the
	 	provisions
    stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation
    and warranty 27 either: (x) such release of collateral (i) would not constitute a “significant modification”
    of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would
    not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A)
    of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release
    of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately
    preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real
    property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior
    to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage
    Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan or Whole Loan, as applicable,
    outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount
    required by the REMIC Provisions. If such provisions are found, it will be a Test pass.	 
	27c	Review
    the Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of
    a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement,
    the Mortgagor can be required to pay down the principal balance of the Mortgage Loan or Whole Loans, as applicable, in an
    amount not less than the amount required by the loan-to-value ratio and other requirements of the REMIC Provisions and, to
    such extent, condemnation awards may not be required to be applied to the restoration of the Mortgaged Property or released
    to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage
    (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged
    Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a
    proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80%
    of the remaining principal balance of the Mortgage Loan or Whole Loan, as applicable. If such provisions are found, it will
    be a Test pass.	Mortgage
    Loan Documents




    Exhibit PP-32 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	release,
                                         the Mortgagor is required to make a payment of principal in an amount not less than the
                                         amount required by the REMIC Provisions.

        In
        the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political
        subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down
        the principal balance of the Mortgage Loan or Whole Loan, as applicable, in an amount not less than the amount required
        by the loan-to-value ratio and other requirements of the REMIC Provisions and, to such extent, condemnation awards may
        not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately
        after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the
        planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced
        by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate
        amount of any lien on real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining
        principal balance of the Mortgage Loan or Whole Loan, as applicable.

        No
        Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release
        of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation,
        other than in compliance with loan-to-value ratio and other requirements of the REMIC Provisions.
	 	 	 




    Exhibit PP-33 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	27d	Review
    the Mortgage Loan Documents for provisions stating that no Mortgage Loan that is secured by more than one Mortgaged Property
    or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a
    portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other
    requirements of the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28.
    Financial Reporting and Rent Rolls. The Mortgage Loan documents require the Mortgagor to provide the owner or holder
    of the Mortgage Loan with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly
    (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place
    base rent and annual financial statements, which annual financial statements (i) with respect to each Mortgage Loan with
    more than one Mortgagor are in the form of either an individual or combined annual balance sheet of the Mortgagor entities
    (and no other entities), together with the related combined or individual statements of operations, members’ capital
    and cash flows, including a combined or individual balance sheet and statement of income for the Mortgaged Properties on a
    combined or individual basis and (ii) with respect to each Mortgage Loan with an original principal balance greater than
    $50 million shall be audited by an independent certified public accountant upon the request of the owner or holder of
    the Mortgage Loan.	28a	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan
    with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it
    will be a Test pass.	Mortgage
    Loan Documents
	28b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan
    with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than
    5% of the in-place base rent and annual financial statements, which annual financial statements (i) with respect to each
    Mortgage Loan with more than one Mortgagor are in the form of either an individual or combined annual balance sheet of the
    Mortgagor entities (and no other entities), together with the related combined or individual statements of operations, members’
    capital and cash flows, including a combined or individual balance sheet and statement of income for the Mortgaged Properties
    on a combined or	Mortgage
    Loan Documents




    Exhibit PP-34 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	individual
    basis and (ii) with respect to each Mortgage Loan with an original principal balance greater than $50 million shall
    be audited by an independent certified public accountant upon the request of the owner or holder of the Mortgage Loan. If
    such provisions are found, it will be a Test pass.	 
	29.
    Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to Seller’s knowledge
    with respect to each Mortgage Loan of $20 million or less, as of origination, the related special-form all-risk insurance
    policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically
    exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance
    Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred
    to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance
    policy.  With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit
    the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto except to the
    extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms;
    provided that
    if TRIA or a similar or subsequent statute is not in effect, then, provided
    that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism
    insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage	29a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review
    the insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption
    policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from
    coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property. If such an
    indication is found, it will be a Test pass.	Mortgage
    Loan Documents; Insurance coverage review document
	29b	Review
    the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for
    Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 29), or damages related thereto, except
    to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable
    terms, provided,
    that if TRIA or a similar or subsequent statute is not in effect, then, provided
    that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism
    insurance, but in such event the Mortgagor shall not be required to spend on	Mortgage
    Loan Documents




    Exhibit PP-35 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	more
    than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental
    loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake
    components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage
    Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount
    of terrorism insurance available with funds equal to such amount.	 	 	 
	 	 	terrorism
    insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and
    business interruption/rental loss insurance required under the related Mortgage Loan documents (without giving effect to the
    cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time
    of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required
    to purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such provisions are not
    found, it will be a Test pass.	 
	30.
    Due-on-Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale”
    or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without
    the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying
    with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender
    which are customarily acceptable to Seller lending on the security of property comparable to the related Mortgaged Property,
    including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with
    property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents),
    (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly
    or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers
    upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents,
    (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to
    another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents
    or a Person satisfying specific criteria identified in the related Mortgage Loan documents, such as a qualified equityholder,
    (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of
    collateral within the parameters of representations and warranties 27 and 32 herein or the exceptions thereto set forth
    on Schedule C to Exhibit C of the applicable Mortgage Loan Purchase Agreement, or (vii) by reason
    of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1
    to Exhibit C of the applicable Mortgage Loan Purchase Agreement, or future permitted mezzanine debt as set
    forth on Exhibit C-32-2 to Exhibit C of the applicable Mortgage Loan Purchase Agreement or (b) the
    related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property,
    other than (i) any Serviced Companion Loan or Non-Serviced Companion Loan or any subordinate debt that existed at origination
    and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests, (iii) any Crossed
    Mortgage Loan, as set forth on Annex A-1 attached to the prospectus or (iv) Permitted Encumbrances. The Mortgage
    or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review
    of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable
    fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	30a	Review
    the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of
    the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation
    and warranty 30. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	30b	Review
    the Mortgage Loan Documents for	Mortgage
    Loan Documents




    Exhibit PP-36 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	provisions
    that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance,
    the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the lender relative
    to such transfer or encumbrance. If such provisions are found, it will be a Test pass.	 
	31.
    Single-Purpose Entity. The Mortgage Loan documents require the Mortgagor to be a Single-Purpose Entity for at least
    as long as the Mortgage Loan is outstanding.  Both the Mortgage Loan documents and the organizational documents
    of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide that
    the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Balance of $30 million or more has
    a counsel’s opinion regarding non-consolidation of the Mortgagor.  For this purpose, a “Single-Purpose
    Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan
    has a Cut-off Date Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan documents)
    provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or
    more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such
    Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented
    in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related
    to its interest in and operation of such Mortgaged	31a	Review
    the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 31) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test
    pass.	Mortgage
    Loan Documents
	31b	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance
    in excess of $5 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational documents
    for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	31c	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance
    in excess of $30 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor.
    If such an opinion is found, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion




    Exhibit PP-37 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	Property
    or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage
    Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other
    than a Mortgagor for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any
    other person or entity.	 	 	 
	32.
    Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”),
    (i) the Mortgage Loan documents provide for Defeasance as a unilateral right of the Mortgagor, subject to satisfaction
    of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after
    the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within
    the meaning of Section 1.860G-2(a)(8)(ii) of the Treasury Regulations, the revenues	32	Review
    the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan
    Documents contain the provisions described in clauses (i) through (viii) of representation and warranty 32. If such
    provisions are found, it will be a Test pass.	Mortgage
    Loan Documents




    Exhibit PP-38 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	from
    which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due,
    including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may
    be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the
    entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may
    be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases
    of real property in connection with partial Defeasance, the revenues from the collateral will be sufficient to pay all such
    scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (a) 110%
    of the allocated loan amount for the real property to be released and (b) the outstanding principal balance of the Mortgage
    Loan or Whole Loan, as applicable; (iv) the defeasance collateral is not permitted to be subject to prepayment, call,
    or early redemption that results in revenues from such collateral that are insufficient to pay all applicable payments described
    in clause (iii) above; (v) the Mortgagor is required to provide a certification from an independent certified
    public accountant that the defeasance collateral is sufficient to make all applicable payments described in clause (iii)
    above; (vi) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of
    the Mortgage Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require such assumption)
    by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Mortgagee has a
    perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required
    to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto)
    and all other reasonable expenses associated with Defeasance, including, but not limited to, accountant’s fees and opinions
    of counsel.	 	 	 
	33.
    Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term
    of such Mortgage Loan, except in the case of ARD loans and  situations where default interest is imposed.	33	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term
    of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed. If such an indication
    is found, it will be a Test pass.	Mortgage
    Loan Documents




    Exhibit PP-39 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	34.
                                         Ground Leases. For purposes of these representations and warranties, a “Ground
                                         Lease” shall mean a lease creating a leasehold estate in real property where
                                         the fee owner as the ground lessor conveys for a term or terms of years its entire interest
                                         in the land (or, with respect to air rights leases, the air) and buildings and other
                                         improvements, if any, comprising the premises demised under such lease to the ground
                                         lessee (who may, in certain circumstances, own the building and improvements on the land),
                                         subject to the reversionary interest of the ground lessor as fee owner and does not include
                                         industrial development agency or similar leases for purposes of conferring a tax abatement
                                         or other benefit.

        With
        respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or
        in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property,
        based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor
        of Seller, its successors and assigns, Seller represents and warrants that:

        (a)       The
        Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form
        that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received
        from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict
        the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially
        adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had
        occurred since its recordation, except by any written instruments which are included in the related Mortgage File;

        (b)       The
        lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease
        or an estoppel or other agreement received from the ground lessor) that the Ground Lease may not be amended or modified,
        or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the lender, and no such
        consent has been granted by Seller since the origination of the Mortgage Loan except as reflected in any written instruments
        which are included in the related Mortgage File;

        (c)       The
        Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will
	34a	Review
    the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 34),
    in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage
    does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to
    Tests 34b through 34r.	Appraisal;
    Title Policy; Mortgage Loan Documents
	34b	Review
    the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted
    for recordation. If such indication is found, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	34c	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest of
    the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee,
    its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication
    is found, it will be a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor
	34d	Review
    the Collective Asset Status Reports for notation that, as of the Closing Date, there was a material change in the terms of
    the Ground Lease since its recordation. If no such notation is found, it will be a Test pass. If such notation is found, review
    the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement
    or instrument is in the Mortgage File, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage File
	34e	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for a provision that the Ground Lease
    may not be amended or modified or canceled or terminated without the prior written consent of the lender, and no such consent
    has been granted by the Seller since the origination of the Mortgage Loan except as reflected in any written instruments which
    are included in the related Mortgage File. Review the Collective Asset Status Reports for an indication of such consent granted
    by the Seller since the origination of the Mortgage loan except as reflected in any instruments including in the related Mortgage
    File. If such a provision is found and no indication is found, it will be a Test pass.	Ground
    Lease; Collective Asset Status Reports; estoppel or other agreement received from ground lessor
	34f	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an original
    term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised,	Ground
    Lease; estoppel or other agreement received from ground lessor




    Exhibit PP-40 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	be
                                         enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years
                                         beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated
                                         maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect
                                         to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

        (d)       The
        Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
        except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a
        subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the
        Mortgaged Property is subject;

        (e)       The
        Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease
        is assignable (including pursuant to foreclosure) to the holder of the Mortgage Loan and its successors and assigns without
        the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably
        withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid),
        and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and
        assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably
        withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);

        (f)       Seller
        has not received any written notice of material default under or notice of termination of such Ground
	 	and
    will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity
    of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity
    (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication
    is found, it will be a Test pass.	 
	34g	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior
    to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances,
    or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s
    fee interest in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.	Title
    Policy; SNDA
	34h	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground Lease
    does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable
    (including pursuant to foreclosure) to the holder of the Mortgage Loan and its successors and assigns without the consent
    of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld,
    provided that
    such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found, it will
    be a Test	Ground
    Lease; estoppel




    Exhibit PP-41 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	Lease.
                                         To Seller’s knowledge, there is no material default under such Ground Lease and
                                         no condition that, but for the passage of time or giving of notice, would result in a
                                         material default under the terms of such Ground Lease and to Seller’s knowledge,
                                         such Ground Lease is in full force and effect as of the Closing Date;

        (g)       The
        Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, and provides that no notice of default or termination is effective against the lender unless such
        notice is given to the lender;

        (h)       A
        lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest
        of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable
        after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

        (i)       The
        Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by Seller
        in connection with the origination of similar commercial or multifamily loans intended for securitization;

        (j)       Under
        the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or
	 	pass.	 
	34i	Review
    the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the Mortgage
    Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been
    obtained or cannot be unreasonably withheld, provided
    that such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found,
    it will be a Test pass.	Ground
    Lease
	34j	Review
    the Collective Asset Status Reports for notation that the Seller has received any written notice of material default under
    or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	34k	Review
    the Collective Asset Status Reports for notation that to the Seller’s knowledge, there is a material default under such
    Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under
    the terms of such Ground Lease. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	34l	Review
    the Collective Asset Status Reports for a notation that to the Seller’s knowledge, such Ground Lease was not in full
    force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	34m	Review
    the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required to give
    to the lender written notice of any default, and provide that no notice of default or termination is effective	Ground
    Lease; ancillary agreement




    Exhibit PP-42 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	substantially
                                         total loss or taking as addressed in clause (k) below) will be applied either
                                         to the repair or to restoration of all or part of the related Mortgaged Property with
                                         (so long as such proceeds are in excess of the threshold amount specified in the related
                                         Mortgage Loan documents) the lender or a trustee appointed by it having the right to
                                         hold and disburse such proceeds as repair or restoration progresses, or to the payment
                                         of the outstanding principal balance of the Mortgage Loan, together with any accrued
                                         interest;

        (k)       In
        the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
        to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
        Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
        of the Mortgage Loan, together with any accrued interest; and

        (l)       Provided
        that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into
        a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in
        a bankruptcy proceeding.
	 	 	 
	 	against
    the lender unless such notice is given to the lender. If such provisions are found, it will be a Test pass.	 
	34n	Review
    the Ground Lease and Related Documents for provisions that the lender is permitted a	Ground
    Lease and Related Documents




    Exhibit PP-43 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	reasonable
    opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground
    Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt
    of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test
    pass.	 
	34o	Review
    the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with the
    origination of similar commercial or multifamily loans intended for securitization. If no such provisions are found, it will
    be a Test pass.	Ground
    Lease
	34p	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the Mortgage
    Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to
    the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect
    of a total or substantially total loss or taking as addressed in clause (34(k)) will be applied either to the
    repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of
    the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the
    right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal
    balance of the Mortgage Loan, together	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents




    Exhibit PP-44 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	with
    any accrued interest. If such indications are found, it will be a Test pass.	 
	34q	Review
    the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an indication
    that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other
    agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award
    allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related
    Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal
    balance of the Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	34r	Review
    the Ground Lease for provisions that, provided
    that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new
    lease with the lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy
    proceeding. If such provisions are found, it will be a Test pass.	Ground
    Lease
	35.
    Servicing. The servicing and collection practices used by Seller with respect to the Mortgage Loan have been, in all
    respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.	35	Review
    the Collective Asset Status Reports for a notation or other indication of any claims or assertions to the effect that the
    servicing and collection practices used by the Seller with respect to the Mortgage Loan was not in all material respects legal,
    or in accordance customary industry standards for servicing of commercial loans for	Collective
    Asset Status Reports




    Exhibit PP-45 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	conduit
    loan programs. If such a notation or other indication is not found, it will be a Test pass.	 
	36.
    Origination and Underwriting. The origination practices of Seller (or the related originator if Seller was not the
    originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination,
    such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements
    of federal, state or local law relating to the origination of such Mortgage Loan; provided
    that such representation and warranty does not address
    or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit C to the
    related Mortgage Loan Purchase Agreement.	36	Review
    the Collective Asset Status Reports for notation to the effect that the origination practices of the Seller (or the related
    originator if the Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects,
    legal and as of the date of its origination, such Mortgage Loan, or the origination thereof did not comply in all material
    respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage
    Loan; provided
    that representation and warranty 36 does not address or otherwise cover any matters with respect to federal, state or local
    law otherwise covered in Annex D-1 to the Prospectus. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; Prospectus
	37.
    No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect
    to any grace or cure period, in making required payments since origination, and as of the date hereof, no Mortgage Loan is
    more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.  To
    Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under
    the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of
    time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation
    or event of acceleration, which default, breach, violation or event of	37a	Review
    the Collective Asset Status Reports for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving
    effect to any grace or cure period, in making required payments as of the Closing Date, or (ii) the Mortgage Loan was
    delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a
    Test pass.	Collective
    Asset Status Reports
	37b	Review
    the Collective Asset Status Reports for notation of the Seller’s knowledge of (a) a material default, breach, violation
    or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet
    delinquent) which, with the passage of time or with	Collective
    Asset Status Reports




    Exhibit PP-46 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	acceleration,
    in the case of either clause (a) or clause (b), materially and adversely affects the value of the
    Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided
    that this representation and warranty does not cover
    any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled
    to any other representation and warranty made by Seller in Exhibit C to the related Mortgage Loan Purchase Agreement.  No
    person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate
    any indebtedness under the Mortgage Loan documents.	 	 	 
	 	 	notice
    and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration,
    which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b),
    materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property.
    If no such notation is found, it will be a Test pass.	 
	38.
    Bankruptcy. As of the date of origination of the related Mortgage Loan and to Seller’s knowledge as of the Cut-off
    Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the
    subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy,
    insolvency or similar proceeding.	38	Review
    the Lexis/Nexis (or comparable search) and the Collective Asset Status Reports for an indication that the Mortgaged Property
    (other than any tenants of such Mortgaged Property), or any portion thereof, was the subject of, or a Mortgagor, guarantor
    or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding.
    If no such indication or notation is found, it will be a Test pass.	Lexis/Nexis
    (or comparable) search; Collective Asset Status Reports
	39.
    Organization of Mortgagor. With respect to each	39a	Review
    the Diligence File to determine if it includes	Diligence
    File




    Exhibit PP-47 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	Mortgage
    Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection
    with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States
    of America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any Crossed Mortgage
    Loan, no Mortgage Loan has a Mortgagor that is an Affiliate of another Mortgagor.  An “Affiliate”
    for purposes of this representation and warranty 39 means, a Mortgagor that is under direct or indirect common ownership and
    control with another Mortgagor.	 	certified
    copies of the organizational documents of the Mortgagor indicating that the Mortgagor is an entity organized under the laws
    of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication
    is found, it will be a Test pass.	 
	39b	Review
    the Diligence File for an indication that, except with respect to any Mortgage Loan that is a cross-collateralized and Crossed
    Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor. If such an indication is found,
    it will be a Test pass.	Diligence
    File; Prospectus
	40.
    Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or
    Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site
    assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant
    in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA
    was prepared), and such ESA (i) did not identify the existence of Recognized Environmental Conditions (as such term is
    defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged
    Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further
    investigation was indicated in any such ESA, then at least one of the following statements is true:  (A) an
    amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any
    material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by	40a	Review
    the Diligence File to determine if an ESA (as defined in representation and warranty 40) is included. If so, review the ESA
    for an indication that it was conducted within 12 months prior to the origination date of the Mortgage Loan. If such an indication
    is found, it will be a Test pass.	Diligence
    File; ESA
	40b	Review
    the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related
    Mortgaged Property or (ii) the need for further investigation. If no such indication is found, it will be a Test pass.	ESA
	40c	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related
    Mortgaged Property or (ii) the need for further investigation. If such an indication is found, the following test procedures
    (subparts 40c-1 through 40c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.	ESA;
    Escrow Statements; Loan Documents; Diligence File
	 	1. Review
    escrow statements for an indication that	Escrow
    statements




    Exhibit PP-48 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	the
    related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to
    the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended
    action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted
    by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition
    identified in the related environmental report was remediated, abated or contained in all material respects prior to the date
    hereof, and, if and as appropriate, a no further action, completion or closure letter or its equivalent, was obtained from
    the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property
    was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded
    that no further action or investigation is required); (D) an environmental policy or a lender’s pollution legal
    liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less
    than “A-” (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor
    was identified as the responsible party for the Environmental Condition and such responsible party has financial resources
    reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial
    resources reasonably estimated to be adequate to address the situation is required to take action.  To Seller’s
    knowledge, except as set forth in the ESA, there is no Environmental Condition at the related Mortgaged Property.	 	 	 




    Exhibit PP-49 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	an
    amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any
    material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the Mortgagor
    and is held by the related Mortgagee.	 
	 	2. Review
    the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials,
    radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution
    of such a plan, and if so, a review of the Loan Documents indicates that an operations or maintenance plan has been required
    to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	 ESA
	 	3. Review
    the Diligence File for an indication that any Environmental Condition identified in the ESA was remediated, abated or contained
    in all material respects prior to the Cut-off Date, as evidenced by a no further action, completion or closure letter or its
    equivalent that was obtained from the applicable governmental regulatory authority, or a reputable environmental consultant
    has concluded that no further action is required.	Diligence
    File
	 	4. Review
    the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution legal
    liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no	Insurance
    coverage review documents




    Exhibit PP-50 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	 	 	less
    than A- (or the equivalent) by Moody’s, S&P and/or Fitch Ratings, Inc.	 
	 	5.
    Review the Diligence File for an indication that a party not related to the Mortgagor was identified as the responsible party
    for the Environmental Condition and such responsible party has financial resources considered by the Seller to be adequate
    to address the situation.	Diligence
    File
	 	6.
    Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by
    the Seller to be adequate to address the situation is required to take action.	Diligence
    File
	40d	Review
    the Collective Asset Status Reports for notation of the Seller’s knowledge of any environmental condition at the Mortgaged
    Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; ESA
	41.
    Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within
    6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is signed
    by an appraiser who is a Member of the Appraisal Institute (“MAI”) and that (i) was engaged directly
    by the originator of the Mortgage Loan or Seller, or a correspondent or agent of the originator of the Mortgage Loan or Seller,
    and (ii) to Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor
    or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the
    Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that	41a	Review
    the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 months
    of the Closing Date. If so determined, it will be a Test pass.	Appraisal
	41b	Review
    the appraisal to determine if it includes an appraiser's certification or supplemental letter that indicates that the appraiser
    had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged
    Property. If so determined, it will be a Test pass.	Appraisal
	41c	Review
    the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”)
    and that was engaged directly by the originator of the Mortgage Loan or the Seller, or	Appraisal




    Exhibit PP-51 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	the
    appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted
    by the Appraisal Standards Board of the Appraisal Foundation.	 	 	 
	 	 	a
    correspondent or agent of the originator of the Mortgage Loan or the Seller, that the Seller had knowledge that the signing
    appraiser had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security
    thereof, and that the appraiser's compensation is not affected by the approval or disapproval of the Mortgage Loan. If so
    determined, it will be a Test pass.	 
	41d	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the
    Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	42.
    Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule
    attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of
    the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.	42a	Review
    the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding
    information in (i) Annex A to the Prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset
    summary report to determine if there are discrepancies between the documents. If there are no such discrepancies, it will
    be a Test pass.	Mortgage
    Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	42b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies,
    it will be a Test pass.	Mortgage
    Loan Schedule; PSA
	43.
    Cross-Collateralization. No Mortgage Loan is	43	Except
    (i) as set forth on Exhibit C-32-3 of Exhibit	Mortgage
    Loan Documents




    Exhibit PP-52 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	cross-collateralized
    or cross-defaulted with any other mortgage loan that is outside the Trust, except (i) as set forth on Exhibit C-32-3
    of Exhibit C to the related Mortgage Loan Purchase Agreement and (ii) any Companion Loan secured by the same
    Mortgage as the related Mortgage Loan.	 	C
    to the related Mortgage Loan Purchase Agreement and (ii) any Companion Loan secured by the same Mortgage as the related
    Mortgage Loan, review the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized or cross-defaulted
    with any other Mortgage Loan that is outside the Mortgage Pool. If not so determined, it will be a Test pass.	 
	44.
    Advance of Funds by Seller. After origination, no advance of funds has been made by Seller to the related Mortgagor
    other than in accordance with the Mortgage Loan documents, and, to Seller’s knowledge, no funds have been received from
    any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other
    than as contemplated by the Mortgage Loan documents, such as, by way of example and not in limitation of the foregoing, amounts
    paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Mortgage Loan
    documents).  Neither Seller nor any affiliate thereof has any obligation to make any capital contribution to any
    Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.	44a	Review
    the Collective Asset Status Reports for a notation or other indication that an advancement of funds after origination had
    been made by the Seller to the related Mortgagor other than in accordance with the Mortgage Loan documents, or that funds
    have been received from any person other than the related Mortgagor or an Affiliate for, or on account of, payments due on
    the Mortgage Loan (other than as contemplated by the Mortgage Loan documents, such as, by way of example and not in limitation
    of the foregoing, amounts paid by the tenant(s) into a lender controlled lockbox if required or contemplated under the related
    lease or Mortgage Loan documents). If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	44b	Review
    the Mortgage Loan Documents to determine if the Seller, or an Affiliate, has an obligation to make any capital contribution
    to the Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	45.
    Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money
    laundering laws and regulations, including	45	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Seller did not comply
    with its	Collective
    Asset Status Reports




    Exhibit PP-53 


    	 



    
	Representations
    and Warranties	 	Test	Review
    Materials


	without
    limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which
    would have a material adverse effect on the Mortgage Loan.	 	internal
    procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA
    Patriot Act of 2001 in connection with the origination of any Mortgage Loan, the failure to comply with which would have a
    material adverse effect on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	 







    Exhibit PP-54 


    	 



    


 


EXHIBIT
QQ


 


FORM
OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR

REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - UBS 2019-C17


 


E-mail:
trustadministrationgroup@wellsfargo.com


 


		Attention:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization
Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an authorized representative of [the Asset Representations Reviewer][[_____],
                                         an entity designated by the Depositor to receive access to the secure Data Room].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 




    
Exhibit QQ-1


     


    

 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME
OF PARTY],
	 	as
[role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


	[UBS Commercial Mortgage Securitization Corp., as Depositor]*	 
	 	 	 
	By: 	 	 
	 	[Name]	 
	 	[Title]	 





  





 



 


*       
 Required to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing
access to the Secure Data Room.


 







    
Exhibit QQ-2


     


    

 


EXHIBIT
RR


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells Fargo Bank, National Association
 Commercial Mortgage Servicing
 Three Wells Fargo
 MAC D1050-084
 401 South Tryon Street, 8th Floor
 Charlotte, North Carolina 28202
 Attention: UBS 2019-C17 Asset Manager
 Email: commercial.servicing@wellsfargo.com

                                                                                 
	Pentalpha
    Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York, 14228

    Attention: UBS 2019-C17 Transaction Manager

    With a copy sent via email to: notices@pentalphasurveillance.com with UBS 2019-C17 in the subject line
	Rialto
                                         Capital Advisors, LLC

                                         200 S. Biscayne Blvd., Suite 3550

                                         Miami, Florida 33131

                                         Attention: Liat Heller

                                         Facsimile number: (305) 229-6425

                                         E-mail: liat.heller@rialtocapital.com

         

        with
        copies to:

         

        Jeff
        Krasnoff

        

        Facsimile
number: (305) 229-6425

        E-mail:
jeff.krasnoff@rialtocapital.com

         

        Niral
Shah

        Facsimile
number: (305) 229-6425

        E-mail:
        niral.shah@rialtocapital.com

         

        Adam
Singer

        Facsimile
number: (305) 229-6425

        E-mail:
        adam.singer@rialtocapital.com

        
	 


 


		Attention:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-C17



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and
Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee,


 






    
Exhibit RR-1


     


    

 


Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____
                                         An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____
                                         A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____
                                         An Asset Review Trigger has ceased to exist.



 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 











	 	Wells
Fargo Bank, National Association, as Certificate Administrator for the Holders of the UBS Commercial Mortgage Trust 2019-C17,
Commercial Mortgage Pass-Through Certificates, Series 2019-C17



	 	 	 
	 	By:	
	 	 	[Name]
	 	 	[Title]


  




    
Exhibit RR-2


     


    

 


EXHIBIT
SS


 


CERTIFICATE
ADMINISTRATOR RECEIPT OF THE RISK RETENTION CERTIFICATES AND THE VRR INTEREST


 


October
[__], 2019





	UBS
                                         Commercial Mortgage Securitization Corp.

                                         1285 Avenue of the Americas, 11th Floor

                                         New York, New York 10019

        

        Attention:
        Nicholas Galeone

        

        E-mail:
        nicholas.galeone@ubs.com

         
	[Rialto
                                         Real Estate Fund III – Debt, LP

        

        c/o
        Rialto Capital Management LLC

        

        600
        Madison Avenue, 12th Floor

        

        New
        York, New York 10022

        

        Attention:
        Josh Cromer

        

        Email:
        josh.cromer@rialtocapital.com]

        

        [OR
        SUBSEQUENT TRANSFEREE]

        

	Rialto
                                         Real Estate Fund III – Debt, LP

        

        as
        Retaining Sponsor

        

        c/o
        Rialto Capital Management LLC

        

        600
        Madison Avenue, 12th Floor

        

        New
        York, New York 10022

        

        Attention:
        Joseph Bachkosky

        

        Email:
        joseph.bachkosky@rialtocapital.com

        

        [OR
        SUBSEQUENT TRANSFEREE]

         
	[Rialto
                                         Real Estate Fund III – Debt, LP

        

        c/o
        Rialto Capital Management LLC

        

        200
        S. Biscayne Blvd.,

        

        Miami,
        Florida 33131

        

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (UBS 2019-C17)

        Facsimile number: (305) 229-6425

        E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com,

        

        adam.singer@rialtocapital.com]

        

        [OR
        SUBSEQUENT TRANSFEREE]

         



 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-C17 



 


In
accordance with Section [5.02(e)][5.03(i)] of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Agreement”),
the Certificate Administrator hereby acknowledges receipt of $[__] of the Class A-1 (CUSIP No. [__]), $[__] of the Class A-2 (CUSIP
No. [__]), $[__] of the Class A-SB (CUSIP No. [__]), $[__] of the Class A-3 (CUSIP No. [__]), $[__] of the Class A-4 (CUSIP No.
[__]), $[__] of the Class X-A (CUSIP No. [__]), $[__] of the Class X-B (CUSIP No. [__]), $[__] of the Class A-S (CUSIP No. [__]),
$[__] of the Class B (CUSIP No. [__]), $[__] of the Class C (CUSIP No. [__]), $[__] of the Class X-D (CUSIP No. [__]), $[__] of
the Class X-F (CUSIP No. [__]), $[__] of the Class X-G (CUSIP No. [__]), $[__] of the Class D (CUSIP No. [__]), $[__] of the Class
E (CUSIP No. [__]), $[__] of the Class F (CUSIP No. [__]), $[__] of the Class G (CUSIP No. [__]), $[__] of the Class Z (CUSIP
No. [__]) and $[__] of the Class NR-RR (CUSIP No. [__]), which constitute [the VRR Interest] [the Risk Retention Certificates],
as defined in the Agreement, for the benefit of [RREF III-D UBSCM 2019-C17 MOA, LLC] [ RREF III-D UBSCM 2019-C17 MOA-HRR, LLC]
[Subsequent Transferee]. A copy of such Certificates is attached as Exhibit A-1. Payments on the Certificates will be made to
the registered holder thereto in accordance with the Agreement.


 






    
SS-1


     


    

  


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 


	 	


WELLS
FARGO BANK, NATIONAL ASSOCIATION,
 




	 	not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:









 



    
SS-2


     


    




 


Exhibit
A-1


 




    
SS-3


     


    

 


EXHIBIT
TT





FORM
OF LIMITED POWER OF ATTORNEY


 


TO RIALTO CAPITAL ADVISORS, LLC WITH RESPECT TO UBS
Commercial Mortgage Trust 2019-C17, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C17


 


KNOW
ALL MEN BY THESE PRESENTS:


 


WHEREAS,
pursuant to the terms of the Mortgage Loan Purchase Agreement dated [DATE] (the “Mortgage Loan Purchase Agreement”),
between [UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York][Wells Fargo Bank,
National Association][Rialto Real Estate Fund III – Debt, LP][Ladder Capital Finance LLC][CIBC Inc.][Rialto Mortgage Finance,
LLC] (“Seller”) and UBS Commercial Mortgage Securitization Corp. (“Depositor”), Seller is
selling certain commercial, multifamily and manufactured housing community mortgage loans (the “Mortgage Loans”)
to Depositor;


 


WHEREAS,
pursuant to the terms of the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing
Agreement”), between the Depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the
“Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”), Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), as custodian (in such capacity,
the “Custodian”), as certificate registrar (in such capacity, the “Certificate Registrar”),
and as authenticating agent (in such capacity, the “Authenticating Agent”), and Wilmington Trust, National
Association, as trustee (the “Trustee”), the Master Servicer and the Special Servicer are granted certain powers,
responsibilities and authority in connection with the completion and the filing and recording of assignments of mortgage, deeds
of trust or similar documents, Form UCC-3 assignments of financing statements, reassignments of assignments of leases, rents and
profits and other Mortgage Loan documents required to be filed or recorded in appropriate public filing and recording offices;


 


WHEREAS,
Seller has agreed to provide this Limited Power of Attorney pursuant to the Mortgage Loan Purchase Agreement;


 


NOW,
THEREFORE, Seller does hereby make, constitute and appoint the Special Servicer, acting solely in its capacity as Special Servicer,
under, and in accordance with the terms of, the Pooling and Servicing Agreement, Seller’s true and lawful agent and attorney-in-fact
with respect to each Mortgage Loan in Seller’s name, place and stead: (i) to complete (to the extent necessary) and
to cause to be submitted for filing or recording in the appropriate public filing or recording offices, all assignments of mortgage,
deeds of trust or similar documents, assignments or reassignments of rents, leases and profits, in each case in favor of the Trustee,
as set forth in the definition of “Mortgage File” in Section 1.01 of the Pooling and Servicing Agreement, that
have been received by the Trustee or the Custodian on its behalf, and all Form UCC-3 assignments of financing statements
and all other comparable instruments or documents with respect to the




 






    
TT-1


     


    

 


Mortgage Loans which are customarily
and reasonably necessary or appropriate to assign agreements, documents and instruments pertaining to the Mortgage Loans, in each
case in favor of the Trustee as set forth in the definition of “Mortgage File” in, and in accordance with Section 1.01
of, the Pooling and Servicing Agreement, and to evidence, provide notice of and perfect such assignments and conveyances in favor
of the Trustee in the public records of the appropriate filing and recording offices; and (ii) to prepare, execute and file
or record in the appropriate public filing or recording offices, as applicable, all other Mortgage Loan documents to be recorded
under the terms of the Pooling and Servicing Agreement or any such Mortgage Loan documents which have not been submitted for filing
or recordation by Seller on or before the date hereof or which have been so submitted but are subsequently lost or returned unrecorded
or unfiled as a result of actual or purported defects therein, in order to evidence, provide notice of and perfect such documents
in the public records of the appropriate filing and recording offices. Notwithstanding the foregoing, this Limited Power of Attorney
shall grant to the Special Servicer only such powers, responsibilities and authority as are set forth in Section 2
of the Mortgage Loan Purchase Agreement.


 


The
enumeration of particular powers herein is not intended in any way to limit the grant to the Special Servicer, as Seller’s
attorney-in-fact, of full power and authority with respect to the Mortgage Loans to complete (to the extent necessary), file and
record any documents, instruments or other writings referred to above as fully, to all intents and purposes, as Seller might or
could do if personally present, hereby ratifying and confirming whatsoever such attorney-in-fact shall and may do by virtue hereof;
and Seller agrees and represents to those dealing with such attorney-in-fact that they may rely upon this Limited Power of Attorney
until termination thereof under the provisions of the second following paragraph below. As between Seller, the Depositor, the
Master Servicer, the Special Servicer, the Trust and the Certificateholders, the Special Servicer may not exercise any right,
authority or power granted by this Limited Power of Attorney in a manner which would violate the terms of the Pooling and Servicing
Agreement, but any and all third parties dealing with the Special Servicer, as Seller’s attorney-in-fact, may rely completely,
unconditionally and conclusively on the authority of the Special Servicer and need not make any inquiry about whether the Special
Servicer is acting pursuant to the Pooling and Servicing Agreement. Any purchaser, title insurance company or other third party
may rely upon a written statement by the Special Servicer that any particular Mortgage Loan or related mortgaged real property
in question is subject to and included under this Limited Power of Attorney and the Pooling and Servicing Agreement.


 


Any
act or thing lawfully done hereunder by the Special Servicer shall be binding on Seller and Seller’s
successors and assigns.


 


This
Limited Power of Attorney shall continue in full force and effect with respect to the Special Servicer until the earliest occurrence of any of the following events:


 


		(1)	the
                                         termination of such entity and its replacement with a successor Special Servicer under the terms of the Pooling and Servicing Agreement;



 





		(2)	the
                                         appointment of a receiver or conservator with respect to the business of such entity,
                                         or the filing of a voluntary or involuntary petition in bankruptcy by or against such
                                         entity;



 






    
TT-2


     


    

 


		(3)	with
                                         respect to the Special Servicer and any Mortgage
                                         Loan, such Mortgage Loan is no longer a part of the Trust;



 


		(4)	the
                                         termination of the Pooling and Servicing Agreement in accordance with its terms; and



 


		(5)	the
                                         occurrence and continuance of, or failure to cure, any of the events described under
                                         Section 7.01(a) of the Pooling and Servicing Agreement with respect to the Special Servicer.



 


Nothing
herein shall be deemed to amend or modify the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement or the respective
rights, duties or obligations of Seller under the Mortgage Loan Purchase Agreement, and nothing herein shall constitute a waiver
of any rights or remedies under the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings assigned thereto in the Mortgage Loan Purchase Agreement or, if
not defined therein, then in the Pooling and Servicing Agreement.


 


THIS
POWER OF ATTORNEY AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


[Signature
on next page]


 






    
TT-3


     


    

 





IN
WITNESS WHEREOF, Seller has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer
duly authorized as of _______________, 2019.


 





	 	


[UBS
AG, BY AND THROUGH ITS NEW YORK BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK][RIALTO MORTGAGE FINANCE, LLC][rialto
real estate fund iii – debt, LP][Ladder capital Finance llc][WELLS FARGO BANK, NATIONAL ASSOCIATION][CIBC INC.]





	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 









    
TT-4


     


    





 


ACKNOWLEDGEMENT


 


	STATE OF NEW YORK	 )	 
	 	 )ss:	 
	COUNTY OF NEW YORK	 )	 





 





On
this ____ day of _____________ 20__, before me appeared __________________, to me personally known, who, being by me duly sworn
did say that he/she is the ___________________ of [UBS AG, by and through its New York branch office at 1285 Avenue of the Americas,
New York, New York][Rialto Mortgage Finance, LLC][Wells Fargo Bank, National Association][Rialto Real Estate Fund III –
Debt, LP][CIBC Inc.][Ladder Capital Finance LLC], and that the seal affixed to the foregoing instrument is the corporate seal
of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its board of
directors, and said ___________________ acknowledged said instrument to be the free act and deed of said corporation.


	 	 
	 	Name:	 
			Notary
                                         Public in and for said County and State








 


	My
Commission Expires:	 
	 	 






 




    
TT-5


     


    

 


EXHIBIT
UU


 


FORM
OF NOTICE OF A FORM 8-K/A FILING 


 





[FOR PHOENIX INDUSTRIAL PORTFOLIO II:


 


NOTE A-3, NOTE A-4 AND NOTE A-6:


 


NOTICE ADDRESS:


 


UBS AG, by and through its branch office at 1285 Avenue of
the Americas, New York, New York 


1285 Avenue of the Americas, 11th Floor 


New York, New York 10019 


Attention: Henry Chung 


Email: henry.chung@ubs.com


 


with a copy to:


 


UBS AG, by and through its branch office at 1285 Avenue of
the Americas, New York, New York 


1285 Avenue of the Americas, 11th Floor 


New York, New York 10019 


Attention: Chad Eisenberger 


Email: chad.eisenberger@ubs.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, New York 10281 


Attention: Frank Polverino, Esq. 


Facsimile No.: (212) 504-6666 


Email: frank.polverino@cwt.com]


 


[FOR
600 & 620 NATIONAL AVENUE:


 


NOTE
A-1-2:


 


NOTICE
ADDRESS:


Wells
Fargo Bank, National Association


Legal
Department


301
South College Street


Charlotte,
North Carolina 28202


Attention:
UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17


  


with
copies to:


 


Troy
B. Stoddard, Esq.





Senior
Counsel


 






    
UU-1


     


    

 


Wells
Fargo Law Department


D1053
300


301
South College St.


Charlotte,
NC 28202


 


and


 


Jacqueline
M. Gelman


Wells
Faro Bank, National Association


10
South Wacker Drive, 32nd Floor


Chicago,
Illinois 60606


(312)
827-1531


E-mail:
Jacqueline.m.gelman@wellsfargo.com


 


NOTE
A-2-1, NOTE A-2-2 AND NOTE A-2-3:


 


NOTICE
ADDRESS:


 


JPMorgan
Chase Bank, National Association


383
Madison Avenue, 8th Floor


New
York, New York 10179


Attention:
Kunal K. Singh


Email: US_CMBS_Notice@jpmorgan.com 


 


and


 


JPMorgan
Chase Bank, National Association


4 New York Plaza, 21st Floor


New
York, New York 10004


Attention:
SPG Legal


Email: US_CMBS_Notice@jpmorgan.com]


 


[FOR
GLOBAL DATA CENTER:


 


NOTE
A-2:


 


NOTICE
ADDRESS:


 


Wells
Fargo Bank, National Association 





Legal
Department





301
South College Street





Charlotte,
North Carolina 28202





Attention:
UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17


 


with
copies to:


 


Troy
B. Stoddard, Esq.


Senior
Counsel






    
UU-2


     


    

Wells
Fargo Law Department


D1053
300


301
South College St.


Charlotte,
NC 28202


 


and


 


Jacqueline
M. Gelman


Wells
Faro Bank, National Association


10
South Wacker Drive, 32nd Floor


Chicago,
Illinois 60606


(312)
827-1531


E-mail:
Jacqueline.m.gelman@wellsfargo.com]


 


FOR
SMOKE TREE VILLAGE AND SMOKE TREE COMMONS:


 


NOTE
A-1-2:


 


NOTICE
ADDRESS:


 


Rialto
Mortgage Finance, LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Andrew Snow


andrew.snow@rialtomortgage.com


 


with
a copy to:


 


Cadwalader,
Wickersham & Taft LLP


One
World Financial Center


New
York, New York 10281


Attention:
Frank Polverino

Facsimile No: (212) 504-6666


frank.polverino@cwt.com


 


NOTE
A-2:


 


NOTICE
ADDRESS:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: WFCM 2019-C52 Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


K&L
Gates LLP


Hearst
Tower






    
UU-3


     


    

214
North Tryon Street


Charlotte,
North Carolina 28202


Attention:
Stacey G. Ackerman


Reference:
WFCM 2019-C52


 


[FOR
GATLIN RETAIL PORTFOLIO:


 


NOTE
A-2:


 


NOTICE
ADDRESS


 


BSPRT
CMBS Finance, LLC


1345
Avenue of the Americas, Suite 32A


New
York, New York 10105


Attention:
Micah Goodman]


 


[FOR
AMBLER YARDS:


 





NOTE
A-1:


 


NOTICE
ADDRESS:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: BBCMS 2019-C4 Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


K&L
Gates LLP


Hearst
Tower


214
North Tryon Street


Charlotte,
North Carolina 28202


Attention:
Stacey G. Ackerman


Reference:
BBCMS 2019-C4]


 


[FOR
BLACKMORE MARKETPLACE:


 


NOTE
A-2:


 


NOTICE
ADDRESS:


 


Midland
Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 


with
a copy to:


 



    
UU-4


     


    




Stinson
Leonard Street LLP





1201
Walnut Street


Suite
2900


Kansas
City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com]


 


[FOR
LANDING AT FANCHER CREEK:


 


NOTE
A-1:


 


NOTICE
ADDRESS:


 


Wells
Fargo Bank, National Association


Legal
Department


301
South College Street





Charlotte,
North Carolina 28202


Attention:
UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17


 


with
copies to:


 


Troy
B. Stoddard, Esq.


Senior
Counsel


Wells
Fargo Law Department


D1053
300


301
South College St.


Charlotte,
NC 28202


 


and


 


Jacqueline
M. Gelman


Wells
Faro Bank, National Association


10
South Wacker Drive, 32nd Floor


Chicago,
Illinois 60606


(312)
827-1531


E-mail:
Jacqueline.m.gelman@wellsfargo.com]


 


[FOR
COURTYARD BY MARRIOTT SECAUCUS:


 


NOTE
A-2:


 


NOTICE
ADDRESS:


 


BSPRT
CMBS Finance, LLC


1345
Avenue of the Americas, Suite 32A


New
York, New York 10105


Attention:
Micah Goodman]






    
UU-5


     


    

 


VIA
[EMAIL]


 


		Re:	UBS
                                         Commercial Mortgage Trust 2019-C17, 

                                         Commercial Mortgage Pass-Through Certificates, Series 2019-C17



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 11.07 of the Pooling and Servicing Agreement, dated as of October 1, 2019, by and among
UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
on behalf of the holders of UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17
to inform you that a Form 8-K/A was filed on [DATE] on behalf of the UBS Commercial Mortgage Trust 2019-C17.





 


The
filing can be viewed at:


 


[EDGAR
LINK TO FILING]


 


Thank
you for your attention to this matter.


 


	Date:	 	 






 


	 	


Wells
Fargo Bank, National Association, as Certificate Administrator for the Holders of the UBS Commercial Mortgage Trust 2019-C17,
Commercial Mortgage Pass-Through Certificates, Series 2019-C17






	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





  




    
UU-6


     


    

 


Schedule
1


 


Mortgage
Loans with Additional Debt 



 





		1.	Grand Canal Shoppes



 


		2.	Phoenix Industrial Portfolio II



 


		3.	600 & 620 National Avenue



 


		4.	10000 Santa Monica Boulevard



 


		5.	Global Data Center



 


		6.	The Chantilly Office Portfolio



 


		7.	Smoke Tree Village and Smoke Tree Commons



 


		8.	CIRE Equity Retail & Industrial Portfolio



 


		9.	Gatlin Retail Portfolio



 


		10.	Ambler Yards



 


		11.	Blackmore Marketplace



 


		12.	Maui Portfolio



 


		13.	Landing at Fancher Creek



 


		14.	Courtyard by Marriott Secaucus



 


		15.	Meidinger Tower



 




    Schedule 1-1


     


    

 


Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule


 


See
Annex E to the Prospectus.


 




    Schedule 2-1


     


    

 


Schedule
3


 


Mortgage
Loans With Escrows or Reserves exceeding 10% of theIR RESPECTIVE initial principal balanceS



 


 


None.


 



    Schedule 3-1