Exhibit 4.4


EXECUTION VERSION


CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES
CORP.,




as Depositor


 


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



as Servicer


 


COHEN FINANCIAL, A DIVISION OF TRUIST
BANK, SUCCESSOR BY MERGER TO SUNTRUST BANK



as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,



as Certificate Administrator


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,



as Trustee


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,



as Custodian


 


and


 


PARK BRIDGE LENDER SERVICES LLC



as Operating Advisor


______________________


TRUST AND SERVICING AGREEMENT



Dated as of December 6, 2019


______________________


CSMC 2019-UVIL

Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL


 


 




     


     


    

 


TABLE OF CONTENTS


 


	Article 1	 
	 	 
	DEFINITIONS	 
	 	 
	Section 1.1	Definitions	5
	Section 1.2	Interpretation	59
	Section 1.3	Certain Calculations in Respect of the Trust Loan or the Mortgage Loan	60
	 	 	 
	Article 2	 
	 	 
	DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES	 
	 	 
	Section 2.1	Creation and Declaration of Trust; Conveyance of the Trust Loan	63
	Section 2.2	Acceptance by the Trustee and the Custodian	67
	Section 2.3	Representations and Warranties of the Trustee	68
	Section 2.4	Representations and Warranties of the Servicer	69
	Section 2.5	Representations and Warranties of the Special Servicer	70
	Section 2.6	Representations and Warranties of the Depositor	71
	Section 2.7	Representations and Warranties of the Certificate Administrator	72
	Section 2.8	Representations and Warranties of the Operating Advisor	74
	Section 2.9	Representations and Warranties Contained in the Loan Purchase Agreement	75
	Section 2.10	Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests	78
	Section 2.11	Miscellaneous REMIC Provisions	78
	Section 2.12	Resignation Upon Prohibited Risk Retention Affiliation	78
	 	 	 
	Article 3	 
	 	 
	ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN	 
	 	 
	Section 3.1	Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer	79
	Section 3.2	Sub-Servicing Agreements	81
	Section 3.3	Cash Management Account	83
	Section 3.4	Collection Account	83
	Section 3.5	Distribution Account	88
	Section 3.6	Foreclosed Property Account	89
	Section 3.7	Appraisal Reductions	89
	Section 3.8	Investment of Funds in the Collection Account, Any Foreclosed Property Account, the Cash Management Account and Any Reserve Account	92
	Section 3.9	Payment of Taxes, Assessments, etc	93
	Section 3.10	Appointment of Special Servicer	94




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	Section 3.11	Maintenance of Insurance and Errors and Omissions and Fidelity Coverage	100
	Section 3.12	Procedures with Respect to the Mortgage Loan; Realization upon the Property	102
	Section 3.13	Trustee, Certificate Administrator and Custodian to Cooperate; Release of Items in the Mortgage File	105
	Section 3.14	Title and Management of Foreclosed Property	105
	Section 3.15	Sale of Foreclosed Property	108
	Section 3.16	Sale of the Mortgage Loan and the Trust Loan	109
	Section 3.17	Servicing Compensation	111
	Section 3.18	Reports to the Certificate Administrator; Account Statements	116
	Section 3.19	Access to Certain Documentation Regarding the Mortgage Loan and Other Information	117
	Section 3.20	Inspections	118
	Section 3.21	Advances	118
	Section 3.22	Modifications of Loan Documents	122
	Section 3.23	Servicer and Special Servicer May Own Certificates	124
	Section 3.24	Rating Agency Confirmations	124
	Section 3.25	Miscellaneous Provisions	126
	Section 3.26	Companion Loan Intercreditor Matters	126
	Section 3.27	The Operating Advisor	127
	Section 3.28	Credit Risk Retention	133
	 	 	 
	Article 4	 
	 	 
	PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS	 
	 	 
	Section 4.1	Distributions	134
	Section 4.2	Withholding Tax	138
	Section 4.3	Allocation and Distribution of Prepayment Charges	139
	Section 4.4	Statements to Certificateholders	139
	Section 4.5	Investor Q&A Forum and Investor Registry	142
	 	 	 
	Article 5	 
	 	 
	THE CERTIFICATES	 
	 	 
	Section 5.1	The Certificates	145
	Section 5.2	Form and Registration	147
	Section 5.3	Registration of Transfer and Exchange of Certificates	149
	Section 5.4	Mutilated, Destroyed, Lost or Stolen Certificates	156
	Section 5.5	Persons Deemed Owners	156
	Section 5.6	Access to List of Certificateholders’ Names and Addresses; Special Notices	157
	Section 5.7	Maintenance of Office or Agency	157




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	Article 6	 
	 	 
	THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE	 
	 	 
	Section 6.1	Respective Liabilities of the Depositor, the Servicer and the Special Servicer	158
	Section 6.2	Merger or Consolidation of the Servicer, the Special Servicer or the Operating Advisor	158
	Section 6.3	Limitation on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others	158
	Section 6.4	Termination of the Special Servicer Without Cause	159
	Section 6.5	The Controlling Class Representative	161
	Section 6.6	Servicer and Special Servicer Not to Resign	166
	Section 6.7	Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor	167
	 	 	 
	Article 7	 
	 	 
	SERVICER TERMINATION EVENTS; SPECIAL SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE	 
	 	 
	Section 7.1	Servicer Termination Events; Special Servicer Termination Events	168
	Section 7.2	Trustee to Act; Appointment of Successor	173
	Section 7.3	Notification to Certificateholders, the Depositor and the Rating Agency	175
	Section 7.4	Other Remedies of Trustee	176
	Section 7.5	Waiver of Past Servicer Termination Events and Special Servicer Termination Events	176
	Section 7.6	Trustee as Maker of Advances	176
	 	 	 
	Article 8	 
	 	 
	THE TRUSTEE, CUSTODIAN AND CERTIFICATE ADMINISTRATOR	 
	 	 
	Section 8.1	Duties of the Trustee, the Custodian and the Certificate Administrator	177
	Section 8.2	Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator	181
	Section 8.3	None of the Trustee, the Custodian or the Certificate Administrator is Liable for Certificates or the Trust Loan	183
	Section 8.4	Trustee and Certificate Administrator May Own Certificates	185
	Section 8.5	Trustee’s, Custodian’s and Certificate Administrator’s Fees and Expenses	185
	Section 8.6	Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	186
	Section 8.7	Resignation and Removal of the Trustee or the Certificate Administrator	187




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	Section 8.8	Successor Trustee or Successor Certificate Administrator	189
	Section 8.9	Merger or Consolidation of the Trustee or the Certificate Administrator	189
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	190
	Section 8.11	Appointment of Authenticating Agent	191
	Section 8.12	Indemnification by the Trustee and the Certificate Administrator	192
	Section 8.13	Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information	192
	Section 8.14	Access to Certain Information	193
	 	 	 
	Article 9	 
	 	 
	TERMINATION	 
	 	 
	Section 9.1	Termination	199
	Section 9.2	Additional Termination Requirements	200
	Section 9.3	Trusts Irrevocable	201
	 	 	 
	Article 10	 
	 	 
	MISCELLANEOUS PROVISIONS	 
	 	 
	Section 10.1	Amendment	201
	Section 10.2	Recordation of Agreement; Counterparts	204
	Section 10.3	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	204
	Section 10.4	Notices	205
	Section 10.5	Notices to the Rating Agency	210
	Section 10.6	Severability of Provisions	210
	Section 10.7	Limitation on Rights of Certificateholders	210
	Section 10.8	Certificates Nonassessable and Fully Paid	211
	Section 10.9	Reproduction of Documents	211
	Section 10.10	No Partnership	211
	Section 10.11	Actions of Certificateholders	211
	Section 10.12	Successors and Assigns	212
	Section 10.13	Acceptance by Authenticating Agent, Certificate Registrar	212
	Section 10.14	Streit Act	213
	Section 10.15	Assumption by Trust of Duties and Obligations of the Sponsor Under the Loan Documents	213
	Section 10.16	Notice to the 17g-5 Information Provider and the Rating Agency	213
	Section 10.17	Exchange Act Rule 17g-5 Procedures	215
	Section 10.18	Cooperation with the Sponsor with Respect to Rights Under the Loan Agreement	218
	Section 10.19	PNC Bank, National Association	218
	Section 10.20	Truist Bank	218




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	Article 11	 
	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 
	 	 
	Section 11.1	Intent of the Parties; Reasonableness	219
	Section 11.2	Succession; Sub-Servicers; Subcontractors	219
	Section 11.3	Other Securitization Trust’s Filing Obligations	221
	Section 11.4	Form 10-D Disclosure	221
	Section 11.5	Form 10-K Disclosure	222
	Section 11.6	Form 8-K Disclosure	222
	Section 11.7	Annual Compliance Statements	223
	Section 11.8	Annual Reports on Assessment of Compliance with Servicing Criteria	224
	Section 11.9	Annual Independent Public Accountants’ Servicing Report	225
	Section 11.10	Significant Obligor	226
	Section 11.11	Sarbanes-Oxley Backup Certification	227
	Section 11.12	Indemnification	228
	Section 11.13	Amendments	229
	Section 11.14	Termination of the Certificate Administrator	229
	Section 11.15	Termination of Sub-Servicing Agreements	229
	Section 11.16	Notification Requirements and Deliveries in Connection with Securitization of the Companion Loan	229
	 	 	 
	Article 12	 
	 	 
	REMIC ADMINISTRATION	 
	 	 
	Section 12.1	REMIC Administration	231
	Section 12.2	Foreclosed Property	234
	Section 12.3	Prohibited Transactions and Activities	236
	Section 12.4	Indemnification with Respect to Certain Taxes and Loss of REMIC Status	236


 


EXHIBITS


 


	Exhibit A-1	Form of Class A Certificates
	Exhibit A-2	Form of Class X
	Exhibit A-3	Form of Class B Certificates
	Exhibit A-4	Form of Class C Certificates
	Exhibit A-5	Form of Class D Certificates
	Exhibit A-6	Form of Class E Certificates
	Exhibit A-7	Form of Class HRR Certificates
	Exhibit A-8	Form of Class R Certificates




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	Exhibit B	Form of Request for Release
	Exhibit C	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit D	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit E	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit F	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate of Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit H	Form of Transfer Certificate of Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate of Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit J-1	Form of Investment Representation Letter
	Exhibit J-2	Form of Affidavit Pursuant to Section 860E(e) of the Internal Revenue Code of 1986
	Exhibit J-3	Form of Transferor Letter
	Exhibit J-4	Form of Transferee Certificate for Transfers of the Class HRR Certificates
	Exhibit J-5	Form of Transferor Certificate for Transfers of the Class HRR Certificates
	Exhibit J-6	Form of Request of Retaining Sponsor Consent for [Release][Transfers] of the Class HRR Certificates
	Exhibit K	Form of Investor Certification for Exercising Voting Rights
	Exhibit L	Applicable Servicing Criteria
	Exhibit M	Form of NRSRO Certification
	Exhibit N-1	Form of Power of Attorney By Trustee for Servicer
	Exhibit N-2	Form of Power of Attorney By Trustee for Special Servicer
	Exhibit O	Form of ERISA Representation Letter
	Exhibit P	[Reserved]
	Exhibit Q	Form of Online Vendor Certification
	Exhibit R-1	[Reserved]




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	Exhibit R-2	[Reserved]
	Exhibit S	Form of Operating Advisor Annual Report
	Exhibit T	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	Exhibit U	Additional Form 10-D Disclosure
	Exhibit V	Additional Form 10-K Disclosure
	Exhibit W	Form 8-K Disclosure Information
	Exhibit X	Form of Certificate Administrator Receipt of the Class HRR Certificates
	Exhibit Y	Additional Disclosure Notification
	Exhibit Z	Initial Sub-Servicers
	Exhibit AA	Form of Back-up Certification
	Exhibit BB-1	Form of Investor Certification for Non-Borrower Related Party
	Exhibit BB-2	Form of Investor Certification for Borrower Related Party
	Exhibit CC	Form of Custodial Certification
	Exhibit DD-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit DD-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Schedule I	“Performance”, “Earn-Out” or “Holdback” Escrows, Letters of Credit or Reserves


 




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 THIS TRUST
AND SERVICING AGREEMENT (“Agreement”) is dated as of December 6, 2019, among Credit Suisse Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial,
a Division of Truist Bank, successor by merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Custodian,
and Park Bridge Lender Services LLC, as Operating Advisor.


INTRODUCTORY STATEMENT


Terms not defined
in this Introductory Statement shall have the meanings specified in Article 1 hereof.


Reference is made
to that certain ten year, interest-only, fixed-rate mortgage loan (the “Mortgage Loan”), evidenced by three
promissory notes (the “Notes”).


The Mortgage Loan
was originated by Column Financial, Inc. (the “Sponsor”) pursuant to that certain Loan Agreement, dated as of
December 2, 2019 (the “Loan Agreement”), by and among the Sponsor and University Village Limited Partnership
(individually, the “Loan Borrower”). As of the Cut-off Date, the aggregate outstanding principal balance of
the Mortgage Loan was $380,000,000.


The Mortgage Loan
consists of (a) a portion that has an unpaid principal balance as of the Cut-off Date of $175,000,000, and is evidenced by
Promissory Note A-1 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed,
split or otherwise modified, “Note A-1”), (b) a portion that has an unpaid principal balance as of the Cut-off
Date of $130,000,000, and is evidenced by Promissory Note B (as the same may hereafter be amended, restated, replaced, extended,
renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B” and together with Note A-1,
the “Trust Loan Notes”), (c) a portion that has an aggregate unpaid principal balance as of the Cut-off
Date of $50,000,000, and is evidenced by Promissory Note A-2 (as the same may hereafter be amended, restated, replaced, extended,
renewed, supplemented, severed, split or otherwise modified, “Note A-2”) and (d) a portion that has an
aggregate unpaid principal balance as of the Cut-off Date of $25,000,000, and is evidenced by Promissory Note A-3 (as the same
may hereafter be amended, restated, replaced, extended, renewed, supplemented, severed, split or otherwise modified, “Note
A-3”, and together with Note A-2, the “Companion Loan Notes”). Note A-1, Note A-2 and Note A-3 are
collectively referred to herein as the “A-Notes” and, each, as an “A-Note”. Note B is referred
to herein as the “B-Note”. The Trust Loan Notes and the Companion Loan Notes are collectively referred to herein
as the “Notes” and, each, as a “Note”.


As of the Cut-off
Date, the aggregate outstanding principal balance of Note A-1 and Note B is $305,000,000 (the “Trust Loan”).
As of the Cut-off Date, the aggregate outstanding principal balance of Note A-2 and Note A-3 is $75,000,000 (the “Companion
Loan”).


On or prior to the
Closing Date, the Sponsor sold the Trust Loan to the Depositor pursuant to a Trust Loan Purchase and Sale Agreement, dated as of
December 6, 2019, by and between the Sponsor and the Depositor (the “Loan Purchase Agreement”).






     


     


    

 As of the Closing
Date, Note A-1 and the B-Note shall be held by the Trust, and Note A-2 and Note A-3 were held by the Sponsor. The relative rights
of the respective lenders in respect of the Mortgage Loan are set forth in a co-lender agreement dated as of December 6, 2019
(as amended, restated, supplemented or otherwise modified from time to time, the “Co-Lender Agreement”), by
and between the initial holders of the A-Notes and the initial holder of the B-Note. From and after the Closing Date, the entire
Mortgage Loan is to be serviced and administered in accordance with this Agreement.


As provided for herein,
the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund for
federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC”
and the “Lower-Tier REMIC” and, each, a “Trust REMIC”). Each Class of Regular Certificates
will represent a single Class of “regular interests” in the Upper-Tier REMIC, as further described herein. Each Class
of Uncertificated Lower-Tier Interests will represent a single class of “regular interests” in the Lower-Tier REMIC
as further described herein. The Class R Certificates will evidence the sole Class of “residual interests” in
each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law.


In exchange for the
Trust Loan and the Uncertificated Lower-Tier Interests, the Trust shall issue to the Depositor all the Class A, Class X, Class
B, Class C, Class D, Class E, Class HRR and Class R Certificates (collectively, the “Certificates”),
which Certificates in the aggregate shall evidence the entire beneficial interest in the Trust Fund. The Trust Fund consists principally
of the Trust Loan Notes, the Mortgage and related Loan Documents (exclusive of the rights of the Companion Loan Holders thereunder)
and all payments under, and proceeds of, the Trust Loan on and after the Cut-off Date.


The Depositor intends
to sell the Certificates to the Initial Purchaser in an offering exempt from the registration requirements of the federal securities
laws.


UPPER-TIER REMIC


As further described
in Section 2.11, the Class A, Class X, Class B, Class C, Class D, Class E and Class HRR Certificates
will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute
the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Class R
Certificates. The following table sets forth the class designation, the Pass-Through Rate and the aggregate initial Certificate
Balance (the “Initial Certificate Balance”) or Notional Amount (“Initial Notional Amount”),
as applicable, for each Class of Certificates and the Class UT-R Interest comprising the interests in the Upper-Tier REMIC created
hereunder:






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        Class 

Designation

	
        Approximate Initial

Pass-Through Rate

(per annum)

	
        Initial Certificate

Balance or Initial

Notional Amount


	Class A	3.15950%	$150,360,000
	Class X	0.23327%(1)	$150,360,000
	Class B	3.39277%(2)	$27,040,000
	Class C	3.39277%(2)	$33,400,000
	Class D	3.39277%(2)	$39,000,000
	Class E	3.39277%(2)	$35,550,000
	Class HRR	3.39277%(2)	$19,650,000
	Class UT-R	None(3)	None(3)


 



		(1)	The Class X Certificates will not have a Certificate Balance and will not be entitled to receive
distributions of principal. Interest will accrue on such Class at the Pass-Through Rate thereof on the Notional Amount thereof.
The Notional Amount of the Class X Certificates will be equal to the Certificate Balance of the Class A Certificates. The Class
X Pass-Through Rate for any Certificate Interest Accrual Period is a variable per annum rate and will equal the Class X
Strip Rate for the Class A Certificates for such Distribution Date.



		(2)	For any Distribution Date, the Pass-Through Rates of the Class B, Class C, Class D, Class E and
Class HRR Certificates will be a per annum rate equal to the Net Trust Loan Rate for the related Certificate Interest Accrual
Period (adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months).



		(3)	The Class UT-R 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 Charges. Any Available
Funds remaining in the Upper-Tier Distribution Account, after all required distributions under this Agreement have been made to
each other Class of Certificates and the Class LT-R Interest, will be distributed to the Holders of the Class R Certificates
in respect of the UT-R Interest.



LOWER-TIER REMIC


The Class LA, Class
LB, Class LC, Class LD, Class LE and Class LHRR Uncertificated Interests will evidence “regular interests” in the Lower-Tier
REMIC created hereunder. The Class LT-R Interest will constitute the sole Class of “residual interests” in the Lower-Tier
REMIC created hereunder and will be evidenced by the Class R Certificates. The following table sets forth the initial Lower-Tier
Principal Amounts and Pass-Through Rates for the Uncertificated Lower-Tier Interests and the Class LT-R Interest comprising the
interests in the Lower-Tier REMIC created hereunder:






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        Class

Designation

	
        Pass-Through
        Rate
	
        Original Lower-Tier

Principal
Amount


	Class LA	(1)	$150,360,000
	Class LB	(1)	$27,040,000
	Class LC	(1)	$33,400,000
	Class LD	(1)	$39,000,000
	Class LE	(1)	$35,550,000
	Class LHRR	(1)	$19,650,000
	Class LT-R	None(2)	None(2)


 



		(1)	For any Distribution Date, the Pass-Through Rate for each Class of Uncertificated Lower-Tier Interests
shall be the Net Trust Loan Rate for such Distribution Date.



		(2)	The Class LT-R 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 Charges. Any Available
Funds constituting assets remaining in the Lower-Tier Distribution Account after distributing the Lower-Tier Distribution Amount
shall be distributed to the Holders of the Class R Certificates in respect of the Class LT-R Interest (but only to the extent
of the Available Funds for such Distribution Date, if any, remaining in the Lower-Tier Distribution Account).



The Depositor, the
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee are entering
into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.









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W I T N E S S E T H T H A T:


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


Article 1


DEFINITIONS


Definitions.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following
meanings and such meanings shall be equally applicable to the singular and plural forms of such terms, as the context may require.


“15Ga-1
Notice”: As defined in Section 2.9(a).


“15Ga-1
Notice Provider”: As defined in Section 2.9(a).


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


“17g-5 Information
Provider’s Website”: The internet website of the 17g-5 Information Provider that shall initially be located within
the Certificate Administrator’s Website (www.ctslink.com), under the ‘NRSRO’ tab on the page relating to this
transaction, access which is limited to the Depositor and NRSROs who have provided an NRSRO Certification to the 17g-5 Information
Provider. Such website shall provide means of navigation for each NRSRO (including the Rating Agency) to the portion of the Certificate
Administrator’s website available to Privileged Persons.


“A-Notes”:
As defined in the Introductory Statement.


“Acceptable
Insurance Default”: Any default arising when the Loan Documents require that the Loan Borrower maintain all risk casualty
insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined,
in its reasonable judgment in accordance with the Accepted Servicing Practices, that (i) such insurance is not available at commercially
reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located
in or near the geographic region in which the Property is located (but only by reference to such insurance that has been obtained
by such owners at current market rates) or (ii) such insurance is not available at any rate. In making this determination, the
Special Servicer, to the extent consistent with the Accepted Servicing Practices, may rely on the opinion of an insurance consultant.


“Accepted
Servicing Practices”: As defined in Section 3.1.


“Acquisition
Date”: The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code),
the Trust Fund is deemed to have acquired the Property.



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


“Additional
Form 10-D Disclosure” The information described in the Form 10-D items set forth under the “Item on Form 10-D”
column on Exhibit U hereto.


“Additional
Form 10-K Disclosure” The information described in the Form 10-K items set forth under the “Item on Form 10-K”
column on Exhibit V hereto.


“Additional
Servicer”: Each Affiliate of the Servicer or the Special Servicer that Services the Mortgage Loan and each Person who
is not an Affiliate of the Servicer, other than the Special Servicer, who Services the Mortgage Loan as of any date of determination.


“Administrative
Advances”: As defined in Section 3.4(c).


“Administrative
Fee Rate”: The sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate
and the CREFC® Intellectual Property Royalty License Fee Rate.


“Advance”:
Any Administrative Advance, Monthly Payment Advance or any Property Protection Advance.


“Advance
Rate”: As defined in Section 3.21(d).


“Adverse
REMIC Event”: As defined in Section 12.1(j).


“Affiliate”:
With respect to any specified Person, any other Person, directly or indirectly, 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, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. For purposes of this definition and the Loan Borrower, any Person that is a Restricted
Holder shall be deemed to be an Affiliate of the Loan Borrower. The Trustee and the Certificate Administrator may request and rely
upon an Officer’s Certificate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, a Loan Borrower
or the Depositor, as applicable, to determine whether any Person is an Affiliate of the Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, a Loan Borrower or the Depositor.


“Affiliate
Ethical Wall”: Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Servicer, the
Special Servicer, the Certificate Administrator or the Trustee, as applicable, taking into account the nature of its business,
to ensure (1) that such Affiliate will not obtain Confidential Information from the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as applicable, and (2) that the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as applicable, will not obtain information regarding Investments in the Certificates
from such Affiliate. Under such policies and procedures maintained by such Affiliate, (i) policies and procedures restricting
the 



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flow of information exist, and shall be maintained by such Affiliate, between such Affiliate, on the one hand and the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, on the other; (ii) such policies
and procedures restricting the flow of information operate in both directions so as to include (a) policies and procedures
against the disclosure of Confidential Information from the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, to such Affiliate and (b) policies and procedures against the disclosure of information regarding
Investments in Certificates from such Affiliate to the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable; (iii) the senior management personnel of such Affiliate who have obtained Confidential Information
in the course of their exercise of general managerial responsibilities may not participate in or use that information to influence
Investment Decisions with respect to the Certificates, nor may they pass that information to others for use in such activities;
and (iv) such senior management personnel who have obtained information regarding Investments in the course of their exercise
of general managerial responsibilities may not use that information to influence servicing recommendations.


“Agreement”:
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.


“Applicable
Laws”: As defined in Section 8.2(d).


“Applicable
Servicing Criteria”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing
Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties
can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged
by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion of
the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.


“Applied
Realized Loss Amount”: All amounts applied to reduce the Certificate Balance of a Class of Certificates in respect of
Realized Losses pursuant to Section 4.1(g).


“Appraisal”:
With respect to the Property or the Foreclosed Property, an appraisal of such Property or Foreclosed Property, conducted by an
Independent Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser
as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute
with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation,
as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an
initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal
shall be considered an “Appraisal” hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant
to the terms of this Agreement shall include a valuation using the “income capitalization – discounted cash flow
approach” and set forth the discount rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations
under this Agreement requiring that a “value” or “appraised value” be used with respect to the Property
or the Foreclosed Property shall use the most recently determined appraised value set forth in an Appraisal (or update 



    7


     


    

thereof)
unless a different valuation is specifically required (such as the appraised value of the Property at origination).


“Appraisal
Reduction Amount”: As of any date of determination, an amount equal to the excess of (i) the outstanding principal
balance of the Mortgage Loan on such date plus the sum of (A) all accrued and unpaid interest on each Note at the applicable
Note Rate, (B) all unreimbursed Administrative Advances, Property Protection Advances and interest on all Advances (including
interest on advances with respect to the Companion Loan made under an Other Pooling and Servicing Agreement) at the Advance Rate
in respect of the Mortgage Loan or the Property, (C) the amount of any Advances (including advances with respect to the Companion
Loan made under an Other Pooling and Servicing Agreement) and interest thereon previously reimbursed from principal collections
on the Mortgage Loan that have not otherwise been recovered from the Loan Borrower, (D) all currently due and unpaid real
estate taxes and assessments and insurance premiums and all other amounts, including, if applicable, ground rents, due and unpaid
in respect of the Property (which taxes, premiums and other amounts have not been the subject of an Advance) and (E) to the
extent not duplicative of amounts in clauses (B), (C) or (D), all unpaid Trust Fund Expenses then due
under the Loan Agreement over (ii) the sum of (A)(x) 90% of the appraised value (as determined by an updated appraisal
or an appraisal of the Property that was performed within 9 months prior to the Appraisal Reduction Event if the Special Servicer
is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal, in which
case such Appraisal may be used) of the Property or (y) if the events described in clauses (i) through (iii) in
Section 3.7(e) occur with respect to the Property, the Assumed Appraised Value of the Property, in each case, less
the amount of any liens (exclusive of Permitted Encumbrances) on the Property senior to the lien of the Loan Documents plus (B) any
escrows with respect to the Mortgage Loan, including for taxes, insurance premiums and ground rents.


“Appraisal
Reduction Event”: The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency
in respect of the Balloon Payment) occurs in respect of the Mortgage Loan, (ii) 90 days after an uncured delinquency
occurs in respect of the Balloon Payment for the Mortgage Loan unless a refinancing or sale is anticipated within 120 days
after the Stated Maturity Date of the Mortgage Loan (as evidenced by a fully executed term sheet, written refinancing commitment
or signed purchase and sale agreement from an acceptable lender or purchaser, as applicable, and reasonably satisfactory in form
and substance to the Servicer, that provides that such refinancing or sale shall occur within 120 days after the Stated Maturity
Date), in which case 120 days after such uncured delinquency, (iii) 60 days after a reduction in Monthly Payments, (iv) 60 days
after an extension of the Stated Maturity Date of the Mortgage Loan (except for an extension within the time periods described
in clause (ii) above), (v) immediately after a receiver has been appointed in respect of the Property on
behalf of the Trust or any other creditor, (vi) immediately after the Loan Borrower declares, or becomes the subject of, bankruptcy,
insolvency or similar proceedings, admits in writing the inability to pay its debts as they come due or makes an assignment for
the benefit of creditors, or (vii) immediately after the Property becomes a Foreclosed Property.


“Asset Status
Report”: As defined in Section 3.10(h).



    8


     


    




“Assignment
of Mortgage”: An assignment of the Mortgages without recourse, notice of transfer or equivalent instrument, in recordable
form, which is sufficient under the laws of the jurisdiction in which the Property are located to reflect of record the assignment
of the Mortgage to the Trustee on behalf of the Trust Fund; provided, however, that the Trustee, the Certificate
Administrator, the Custodian, the Servicer and the Special Servicer shall not be responsible for determining whether any such
assignment is legally sufficient or in recordable form.


“Assumed
Appraised Value”: As defined in Section 3.7(e).


“Assumed
Loan Payment Date”: With respect to the Mortgage Loan for any calendar month following a delinquency in the payment of
the Balloon Payment or the foreclosure of the Mortgage Loan or acceptance by the Special Servicer on behalf of the Trust of a deed-in-lieu
of foreclosure or comparable conversion of the Mortgage Loan, the date that would have been the Loan Payment Date in such calendar
month if the Stated Maturity Date or the foreclosure of the Mortgage Loan or acceptance by the Special Servicer on behalf of the
Trust of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan had not occurred.


“Assumed
Monthly Payment”: With respect to any Distribution Date (following the Stated Maturity Date or the foreclosure of the
Mortgage Loan or acceptance by the Special Servicer on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of
foreclosure or comparable conversion of the Mortgage Loan or a portion of the Mortgage Loan), the scheduled monthly payment of
interest that would have been due in respect of the Trust Loan on its Stated Maturity Date and each subsequent Loan Payment Date
(or Assumed Loan Payment Date) if the Trust Loan had been required to continue to accrue interest in accordance with its terms
(excluding interest accruing at the Default Rate) in effect immediately prior to, and without regard to the occurrence of the Stated
Maturity Date (or after the occurrence of a foreclosure, in whole or in part, of the Mortgage Loan or acceptance by the Special
Servicer on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the
Mortgage Loan or a portion of the Mortgage Loan, the scheduled monthly payment of interest that would have been due in respect
of the Trust Loan on the last Loan Payment Date (or Assumed Loan Payment Date) prior to its foreclosure or acceptance of a deed-in-lieu
of foreclosure), in each case as such terms and amortization schedule may have been modified, and such Stated Maturity Date may
have been extended, in connection with a bankruptcy or similar proceeding involving the parties under the Mortgage Loan or a modification,
waiver or amendment granted or agreed to by the Servicer or Special Servicer.


“Authenticating
Agent”: As defined in Section 8.11(a).


“Available
Funds”: On each Distribution Date shall be equal to (i) (x) all amounts (other than Prepayment Charges, if any)
received in respect of principal and interest on the Trust Loan during the related Collection Period or advanced in respect of
interest with respect to such Distribution Date (including, without limitation, any Repurchase Price of the Trust Loan (or portion
thereof) or purchase price of the Trust Loan received by the Trust, Net Liquidation Proceeds and Condemnation Proceeds and Insurance
Proceeds (to the extent not needed for the repair or restoration of the affected portion of the Property) received by the Trust
and allocable to the Trust Loan) excluding payments received that are due on a subsequent Loan Payment Date and 



    9


     


    

reduced by (y)
the Available Funds Reduction Amount (other than amounts payable in respect of the Companion Loan), plus (ii) (x) if such Distribution
Date is the Distribution Date occurring in March of each year (or February, if such Distribution Date is the final Distribution
Date), Withheld Amounts to be withdrawn from the Interest Reserve Account for such Distribution Date, and reduced by (y) an amount
equal to the applicable Withheld Amounts in the case of the February Distribution Date and any January Distribution Date occurring
in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date). Available Funds
will not include any amounts allocable to the Companion Loan under the Co-Lender Agreement.


“Available
Funds Reduction Amount”: As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during
the related Collection Period from the Collection Account pursuant to Section 3.4(c).


“B-Note”:
As defined in the Introductory Statement.


“Balloon
Payment”: The payment of the outstanding principal balance of the Mortgage Loan, Trust Loan or the Companion Loan, as
applicable, together with all unpaid interest, due and payable on the Stated Maturity Date.


“Base Interest
Fraction”: With respect to any principal prepayment of the Trust Loan and any of Class A, Class B and Class C Certificates,
a fraction (A) whose numerator is the greater of (x) zero and (y) the excess of (i) the Pass-Through Rate on
such Class of Sequential Pay Certificates over (ii) the Treasury Constant Yield as provided by the Servicer used in calculating
the Prepayment Charges, as applicable, with respect to such principal prepayment and (B) whose denominator is the excess of
(i) the Mortgage Loan Rate over (ii) the Treasury Constant Yield used in calculating the Prepayment Charges, as applicable
with respect to such principal prepayment; provided, however, that under no circumstances shall the Base Interest
Fraction be greater than one or less than zero.  If the Treasury Constant Yield is greater than the Mortgage Loan Rate, then
the Base Interest Fraction shall equal zero.


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


“Benefit
Plan”: As defined in Section 5.3(m).


“Borrower
Related Party”: Any of (a) the Loan Borrower, the Borrower Sponsor, the Property Manager or a Restricted Holder,
(b) any other Person controlling or controlled by or under common control with the Loan Borrower, the Borrower Sponsor, any
Property Manager or a Restricted Holder, as applicable, or (c) any other Person owning, directly or indirectly, twenty-five
percent (25%) or more of the beneficial interests in the Loan Borrower, the Borrower Sponsor,



    10


     


    

any Property Manager or a Restricted Holder, as applicable.
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.


“Borrower
Sponsor”: Stuart M. Sloan.


“Breach”:
As defined in Section 2.9(a).


“Business
Day”: Any day other than a Saturday and a Sunday or any other day on which the following are not open for business: (a) national
banks in the State of New York, the State of California, the State of Kansas, the State of North Carolina, the Commonwealth of
Pennsylvania, or (b) the office of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Operating
Advisor or the financial institution that maintains the Collection Account.


“Cash Management
Account”: As defined in the Loan Agreement.


“Cash Management
Agreement”: As defined in the Loan Agreement.


“Casualty”:
As defined in the Loan Agreement.


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


“Certificate”:
Any Class A, Class X, Class B, Class C, Class D, Class E, Class HRR or Class R Certificate.


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed as herein provided, such certificate administrator. Wells Fargo Bank, National Association
shall perform the certificate administrator role through its Corporate Trust Services division.


“Certificate
Administrator Fee”: With respect to any Distribution Date, an amount accrued during the related Certificate Interest
Accrual Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Trust Loan as of the close
of business on the Distribution Date in such Certificate 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 principal and interest payment due or deemed
due on the Trust Loan is computed and shall be prorated for partial periods. A portion of the Certificate Administrator Fee, shall
be payable to the Trustee as the Trustee Fee. For the avoidance of doubt, the Certificate Administrator Fee shall be deemed to
be payable from the Lower-Tier REMIC.


“Certificate
Administrator Fee Rate”: 0.0094% per annum.



    11


     


    




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


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.ctslink.com.


“Certificate
Balance”: With respect to any outstanding Class of Sequential Pay Certificates at any date, an amount equal to the aggregate
Initial Certificate Balance of such Class as set forth in Section 5.1(a) less the sum of (a) all amounts distributed
to Holders of Certificates of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal
and (b) the aggregate amount of Realized Losses allocated to such Class of Certificates, if any, pursuant to Section 4.1(g)
on all previous Distribution Dates. With respect to any individual Certificate in any such Class, the product of (x) the
Percentage Interest represented by such Certificate multiplied by (y) the Certificate Balance of such Class.


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


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.3(a).


“Certificateholder”
or “Holder”: With respect to any Certificate, the Person in whose name a Certificate is registered in the Certificate
Register; provided, however, that (1) solely for the purposes of providing, distributing or otherwise making available any
reports, statements or other information required or permitted to be provided or distributed or made available to a Certificateholder
under this Agreement, a Certificateholder shall include any Beneficial Owner to the extent that the Person providing, distributing
or making available such reports, statements or other information has received from such Beneficial Owner information and a written
certification reasonably acceptable to such Person regarding its name, and address and beneficial ownership of a Certificate; and
(2) solely for the purposes of giving any consent or taking of any action pursuant to this Agreement (except as set forth
in the following sentence), any Certificate beneficially owned by the Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, any Borrower Related Party or any of their subservicers or respective affiliates shall be deemed not to be outstanding
and the consent or Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage
of Voting Rights necessary to effect any such consent or take any such action has been obtained. Notwithstanding the foregoing,
for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned
by the Certificate Administrator, the Trustee, the Servicer or the Special Servicer or any Affiliates thereof shall be deemed to
be outstanding, provided that (1) if such amendment relates to the termination, increase in compensation or material reduction
of obligations of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer (other than any replacement
of the Special Servicer by the Controlling Class Representative under this Agreement), as applicable, or benefit the Certificate
Administrator, the Trustee, the Servicer or the Special Servicer, as applicable in its capacity as such or any of its affiliates
(other than solely in its capacity as a Certificateholder) in any material respect, then such 



    12


     


    

Certificate will be deemed not to
be outstanding; and (2) if the Certificate Administrator, the Trustee, the Servicer or the Special Servicer has provided an
Investor Certification in which it has certified as to the existence of an Affiliate Ethical Wall between it and the Trustee, the
Certificate Administrator, the Servicer or the Special Servicer, as applicable, then any Certificates beneficially owned by such
affiliate will be deemed to be outstanding. The Trustee and the Certificate Registrar may obtain and conclusively rely upon an
Officer’s Certificate of the Servicer, the Special Servicer, the Loan Borrower, the Property Manager, the Borrower Sponsor
or any sub-servicer to determine whether a Certificate is beneficially owned by an Affiliate of any of them. Notwithstanding the
foregoing, the restrictions above shall not apply (i) to the exercise of the rights of the Servicer, the Special Servicer
or an Affiliate of the Servicer or the Special Servicer, if any, as a member of the Controlling Class (but not if it is a Borrower
Related Party) or (ii) to any Affiliate of the Depositor, the 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 Servicer, the Special Servicer, the Trustee or
the Certificate Administrator, as applicable.


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer (other
than at the recommendation of the Operating Advisor), the holders of Sequential Pay Certificates evidencing at least 66 2/3% of
the aggregate Voting Rights (taking into account application of any Appraisal Reduction Amounts to notionally reduce the Certificate
Balance of the Certificates) of all Sequential Pay Certificates.


“Certification
Parties”: As defined in Section 5.3(m).


“Certifying
Person”: As defined in Section 5.3(m).


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical designation, and each Uncertificated Lower-Tier
Interest.


“Class A
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-1 hereto and designated as a Class A Certificate.


“Class A
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class B
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-3 hereto and designated as a Class B Certificate.


“Class B
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class C
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-4 hereto and designated as a Class C Certificate.



    13


     


    




“Class C
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class D
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-5 hereto and designated as a Class D Certificate.


“Class D
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class E
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-6 hereto and designated as a Class E Certificate.


“Class E
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class HRR
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-7 hereto and designated as a Class HRR Certificate.


“Class HRR
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class LA
Uncertificated Interest”: A 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 Lower-Tier REMIC section
of the Introductory Statement.


“Class LB
Uncertificated Interest”: A 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 Lower-Tier REMIC section
of the Introductory Statement.


“Class LC
Uncertificated Interest”: A 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 Lower-Tier REMIC section
of the Introductory Statement.


“Class LD
Uncertificated Interest”: A 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 Lower-Tier REMIC section
of the Introductory Statement.


“Class LE
Uncertificated Interest”: A 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 Lower-Tier REMIC section
of the Introductory Statement.



    14


     


    




“Class LHRR
Uncertificated Interest”: A 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 Lower-Tier REMIC section
of the Introductory Statement.


“Class LT-R
Interest”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest will be represented by the Class R
Certificates.


“Class R
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-9 hereto and designated as a Class R Certificate, which shall only be issued as Definitive
Certificates. The Class R Certificates will not have a Certificate Balance, Notional Amount or a Pass-Through Rate. The Class R
Certificates will evidence the Class LT-R and Class UT-R Interests.


“Class UT-R
Interest”: The residual interest in the Upper-Tier REMIC. The Class UT-R Interest will be represented by the Class R
Certificates.


“Class X
Strip Rate”: For the Class A Certificates for any Distribution Date, the excess, if any, of (i) the Net Trust Loan Rate
for such Distribution Date over (ii) the Pass-Through Rate for such Class of Certificates.


“Class X
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-2 and designated as a Class X Certificate.


“Class X
Notional Amount”: An amount equal to the Certificate Balance of the Class A Certificates.


“Class X
Pass-Through Rate”: A variable rate that for each Distribution Date shall be equal to the Class X Strip Rate for the
Class A Certificates for such Distribution Date.


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


“Clearstream”:
As defined in Section 5.2(a).


“Closing
Date”: December 19, 2019.


“Code”:
The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply to
the Trust Fund.


“Collateral”:
The Property securing the Mortgage Loan, the Reserve Accounts (and all sums held, deposited or invested therein and all proceeds
thereof) with respect to the Mortgage 



    15


     


    

Loan and all other collateral which is subject to security interests and liens granted to
secure the Mortgage Loan.


“Collateral
Security Documents”: Any document or instrument given to secure or guaranty the Mortgage Loan, including without limitation,
the Mortgage, each as amended, supplemented, assigned, extended or otherwise modified from time to time.


“Collection
Account”: As defined in Section 3.4(a).


“Collection
Period”: With respect to any Distribution Date, the period commencing immediately following the Determination Date in
the calendar month preceding the calendar month in which such Distribution Date occurs and ending on and including the Determination
Date in the calendar month in which such Distribution Date occurs; provided that the first Collection Period will commence on the
Cut-off Date and end on and include the Determination Date in January 2020.


“Commission”:
The Securities and Exchange Commission.


“Companion
Loan”: As defined in the Introductory Statement.


“Companion
Loan Notes”: As defined in the Introductory Statement.


“Companion
Loan Advance”: With respect to the Companion Loan that is part of an Other Securitization Trust, any advance of delinquent
scheduled payments of interest with respect to such Companion Loan made by the master servicer or trustee with respect to such
Other Securitization Trust.


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


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


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of the Companion
Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable
Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then current rating assigned to any class of such Companion Loan Securities
(if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment
from a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion
Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),
or as otherwise provided in Section 3.25 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation
from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.



    16


     


    




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


“Condemnation”:
As defined in the Loan Agreement.


“Condemnation
Proceeds”: The portion of the Net Proceeds relating to a Condemnation other than amounts to be applied to the restoration,
preservation or repair of the Property or to be released to the Loan Borrower each in accordance with the terms of the Loan Agreement,
or if not required to be so applied or so released under the terms of the Loan Agreement, Accepted Servicing Practices.


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


“Consultation
Termination Event”: The event that occurs when (i) the Class HRR Certificates have a Certificate Balance (without
regard to the application of any Appraisal Reduction Amount) less than 25% of the Initial Certificate Balance of that Class, (ii) the
Controlling Class Representative or a majority of the Controlling Class Certificateholders (by Certificate Balance) is a Borrower
Related Party or (iii) be deemed to occur pursuant to Section 6.5(c) of this Agreement.


“Control
Termination Event”: The event that occurs when (i) the Class HRR Certificates have a Certificate Balance (as notionally
reduced by any Appraisal Reduction Amount allocable to such Class in accordance with Section 3.7(a) of this Agreement)
that is less than 25% of the Initial Certificate Balance of such Class, (ii) the Controlling Class Representative or a majority
of the Controlling Class Certificateholders (by Certificate Balance) is a Borrower Related Party or (iii) such an event is
deemed to occur pursuant to Section 6.5(c) of this Agreement.


“Controlling
Class”: The Class HRR Certificates, without the application of any Appraisal Reduction Amounts to notionally reduce such
Class, at least equal to 25% of the Initial Certificate Balance of such Class. No other Class of Certificates will be eligible
to act as a Controlling Class or appoint a Controlling Class Representative.


“Controlling
Persons”: As defined in Section 6.3(a).


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



    17


     


    




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


The initial Controlling
Class Representative on the Closing Date shall be Core Credit Partners A LLC. The Certificate Registrar and the other parties to
this Agreement shall be entitled to assume that Core Credit Partners A LLC or any successor Controlling Class Representative selected
thereby and notified to the Certificate Registrar in writing is the Controlling Class Representative until the Certificate Registrar
and other parties to this Agreement receive (a) written notice of a replacement Controlling Class Representative from a majority
of the Controlling Class Certificateholders or (b) notice that Core Credit Partners A LLC is no longer the Holder (or Beneficial
Owner) of a majority of the Controlling Class due to a transfer of those Certificates (or a beneficial ownership interest in those
Certificates).


“Controlling
Class Representative Approval Process”: As defined in Section 3.10(h).


“Corporate
Trust Office”: The corporate trust office of the Trustee and the Certificate Administrator, as applicable, at which
at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement
is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services, or for certificate transfer
services, 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479, Attention: CTS Certificate
Transfers – CSMC 2019-UVIL, or at such other address as the Trustee or the Certificate Administrator may designate from time
to time by notice to the Certificateholders and the other parties to this Agreement.


“Credit Risk
Retention Compliance Agreement”: As defined in Section 3.28(a).


“Credit Risk
Retention Rules”: The Credit Risk Retention regulations, 79 Fed Reg. 77601, pages 77740 - 77766 (Dec. 24, 2014), jointly
promulgated 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 (the “Agencies”) to implement the credit risk retention requirements 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), as such regulations may be amended from time to time by such Agencies, and subject to such clarification and interpretation
as have been provided by such Agencies, whether in the adopting release, or as may be provided by any such Agency or its staff
from time to time, in each case, as effective from time to time as of the applicable compliance date specified therein.



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“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any successor thereto.


“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 and, insofar as it requires
the presentation of information in addition to that called for by the form of the “Advance Recovery Report” available
as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


“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 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 approved by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


“CREFC®
Bond Level File”: The monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Bond Level File” 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
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


“CREFC®
Collateral Summary File”: The report substantially in the form of, and containing the information called for in, the
downloadable form of the “Collateral Summary File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


“CREFC®
Comparative Financial Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information as may from time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or 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 and is reasonably
acceptable to the Servicer and the Special Servicer.



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“CREFC®
Financial File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Financial File” 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


“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 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 and is reasonably acceptable to the Certificate Administrator and the Servicer.


“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 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
and is reasonably acceptable to the Servicer.


“CREFC®
Historical Loan Modification Forbearance and Corrected Loan Report”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Historical Loan Modification Forbearance and Corrected Loan
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 recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


“CREFC®
Intellectual Property Royalty License Fee”: A fee payable monthly to the CREFC® pursuant to Section 3.4(c)
which will accrue at the CREFC® Intellectual Property Royalty License Fee Rate, computed on the basis of the same
principal amount, in the same manner, and for the same Loan Interest Accrual Period respecting which any related interest payment
on the Trust Loan is computed, and will be prorated for partial periods.


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to the Trust Loan, 0.0005% per annum.


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



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“CREFC®
Loan Level Reserve LOC Report”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Level Reserve LOC 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer.


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


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


“CREFC®
Loan Periodic Update File”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


“CREFC®
Loan Setup File”: The report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer,
the Special Servicer and the Certificate Administrator.


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “NOI Adjustment Worksheet” available 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is acceptable to the Servicer or the
Special Servicer, as applicable, and in any event, shall present the computations made in accordance with the methodology described
in such form to “normalize” the full year net operating income and debt service coverage numbers used in the other
reports required by this Agreement.


“CREFC®
Operating Statement Analysis Report”: A report prepared with respect to the Property substantially in the form of, and
containing the information called for in, the 



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downloadable form of the “Operating Statement Analysis 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 recommended by the CREFC® for commercial mortgage
securities transactions generally and is reasonably acceptable to the Servicer.


“CREFC®
Property File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


“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®
Reports”: Collectively refers to the following files and reports as may be amended, updated or supplemented from time
to time as part of the CREFC® Investor Reporting Package (IRP):


(i)       the
following seven electronic files (and any other files as may become adopted and promulgated by CREFC® as part of
the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Bond Level File,
(ii) CREFC® Collateral Summary File, (iii) CREFC® Property File, (iv) CREFC®
Loan Periodic Update File, (v) CREFC® Loan Setup File, (vi) CREFC® Financial File, and
(vii) CREFC® Special Servicer Loan File; and


(ii)       the
following 17 supplemental reports (and any other reports as may become adopted and promulgated by CREFC® as part
of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Comparative Financial
Status Report, (ii) CREFC® Delinquent Loan Status Report, (iii) CREFC® Historical Loan
Modification and Corrected Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
NOI Adjustment Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch List,
(viii) CREFC® Loan Level Reserve – LOC Report, (ix) CREFC® Advance Recovery Report,
(x) CREFC® Appraisal Reduction Template, (xi) CREFC® Servicer Realized Loss Template, (xii) CREFC®
Reconciliation of Funds Template, (xiii) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template,
(xiv) CREFC® Historical Liquidation Loss Template, (xv) CREFC® Interest Shortfall Reconciliation Template,
(xvi) CREFC® Loan Liquidation Report, and (xvii) CREFC® Loan Modification Report, as such
reports may be amended, updated or supplemented from time to time.


“CREFC®
REO Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Status Report” 



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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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


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


“CREFC®
Servicer Watch List”: For any Determination Date, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC®
Website, or in such other final form for the presentation of such information and containing such additional information as may
from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer Watch
List” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


“CREFC®
Special Servicer Loan File”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Special Servicer Loan File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


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


“Current
Interest Distribution Amount”: With respect to any Distribution Date, (x) for any Class of Regular Certificates,
the interest accruing during the related applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for
such Distribution Date on the outstanding Certificate Balance (or Notional Amount) of such Class as of the prior Distribution Date
(after giving effect to distributions of principal and allocations of Realized Losses on such prior Distribution Date) and (y) any
Uncertificated Lower-Tier Interest, interest accruing during the applicable Certificate Interest Accrual Period at the applicable
Pass-Through Rate for such Certificate Interest Accrual Period on the then outstanding Lower-Tier Principal Amount of such Class
as of the prior Distribution Date (after giving effect to distributions of principal and allocations of Realized Losses on such
prior Distribution Date).


“Custodian”:
A Person who is at any time appointed by the Trustee as a document custodian for the Mortgage Files. The Certificate Administrator
shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder through its
Document Custody Group.


“Cut-off
Date”: December 6, 2019.



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“Default
Interest”: The amount by which interest accrued on the Notes at their respective Default Rates exceeds the amount of
interest that would have accrued on the Notes at their respective Rates.


“Default
Rate”: As defined in the Loan Agreement.


“Defaulted
Mortgage Loan”: The Mortgage Loan (i) if it is delinquent at least 60 days in respect of its scheduled monthly payments
or delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect
to any grace period permitted by the Loan Documents and without regard to any acceleration of payments under the Loan Documents
or (ii) if the Servicer or Special Servicer has, by written notice to the Loan Borrower, accelerated the maturity of the indebtedness
evidenced by the Notes.


“Defect”:
As defined in Section 2.9(a).


“Deficient
Exchange Act Deliverable”: With respect to the Servicer, the Special Servicer, the Operating Advisor, 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 11 that does not conform to the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.


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


“Delivery
Date”: As defined in Section 2.1(b).


“Depositor”:
Credit Suisse Commercial Mortgage Securities Corp., a Delaware corporation, and its successors in interest.


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


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


“Determination
Date”: The eleventh (11th) day of each calendar month in which each Distribution Date occurs, commencing in
January 2020 or, if such eleventh (11th) day is not a Business Day, the immediately succeeding Business Day.


“Directly
Operate”: With respect to the Foreclosed 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 Foreclosed Property, the holding of
such Foreclosed Property primarily for sale to customers, the use of such Foreclosed 



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Property in a trade or business conducted
by the Trust or the performance of any construction work on the Foreclosed Property, other than through an Independent Contractor;
provided, however, that Foreclosed Property shall not be considered to be Directly Operated solely because the Trustee (or the
Special Servicer on behalf of the Trust) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance or makes decisions as to repairs or capital expenditures with respect to such Foreclosed Property or takes other
actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


“Disclosable
Special Servicer Fees”: With respect to the Mortgage Loan or the Foreclosed Property, any (A) compensation and
other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any
other fee-sharing arrangement received or retained by the Special Servicer or any of its Affiliates that is paid by any person
(including, without limitation, the Trust, the Loan Borrower, the Property Manager, any guarantor or indemnitor in respect of
the Mortgage Loan or the Foreclosed Property and any purchaser of the Mortgage Loan, the Trust Loan or the Foreclosed Property))
in connection with the disposition, workout or foreclosure of the Mortgage Loan, the management or disposition of the Foreclosed
Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement
other than (i) Permitted Special Servicer/Affiliate Fees and (ii) any special servicing compensation to which the
Special Servicer is entitled under this Agreement in the form of late payment charges, Default Interest, assumption fees, Modification
Fees, consent fees, loan service transaction fees, beneficiary statement fees, assumption application fees or other income earned
on deposits in the Foreclosed Property Account to the extent not reported in the CREFC® Reports and (B) any
fee-sharing arrangement with any Certificateholder or other controlling interest with respect to any special servicing duties
under this Agreement; provided that any compensation and other remuneration that the Servicer or Certificate Administrator
is specifically permitted to receive pursuant to the terms of this Agreement in connection with its respective capacity as a Servicer
or Certificate Administrator shall not be Disclosable Special Servicer Fees.


“Discount
Rate”: As defined in the Loan Agreement.


“Disqualified
Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed
form or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel
of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate
will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


“Disqualified
Organization”: Either (a) the United States, a State, or any political subdivision of a State, any possession of
the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation
if all of its activities are subject to tax and, except for the FHLMC, a majority of its board of directors is not selected by
any such governmental unit), (b) a foreign government, International Organization or agency or 



    25


     


    

instrumentality of either of
the foregoing, (c) an organization that is exempt from tax imposed by chapter 1 of the Code (including the tax imposed by
Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1))
of the Code with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any
other Person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer of
a Class R Certificate to such Person may cause either Trust REMIC to be subject to a tax or to fail to qualify as a REMIC
at any time that the Certificates are outstanding. The terms “United States,” “State” and “International
Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.


“Distribution
Account”: The account established and maintained by the Certificate Administrator pursuant to Section 3.5.


“Distribution
Date”: The fourth (4th) Business Day after each Determination Date, commencing in January 2020.


“Distribution
Date Statement”: As defined in Section 4.4(a).


“Due Diligence
Service Provider”: As defined in Section 3.19(c).


“Eligible
Account”: A separate and identifiable account from all other funds held by the holding institution that is either (a)
an account or accounts maintained with a federal or state chartered depository institution or trust company which complies with
the definition of Eligible Institution, (b) a segregated trust account or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity, and which, in the case of a state chartered depository
institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case
a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority,
as applicable, and the long-term unsecured debt or deposit account obligations of which are rated at least “A2” by
Moody’s or (c) such other account or accounts not listed in clauses (a) and (b) above with respect to which
a Rating Agency Confirmation has been obtained from the Rating Agency. An Eligible Account shall not be evidenced by a certificate
of deposit, passbook or other instrument. If the holding institution for an account ceases to meet the requirements of this definition
for an “Eligible Account”, then the party responsible for administering such account hereunder shall move such account
to a holding institution meeting such requirements within 30 days.


“Eligible
Institution”: means (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation,
the short-term unsecured debt obligations or commercial paper of which are rated at least “P-1” by Moody’s in
the case of letters of credit and accounts in which funds are held for 30 days or less (and, in the case of letters of credit and
accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations or deposit accounts of which are
rated at least “A2” by Moody’s); (b) an institution that is the subject of a Rating Agency Confirmation from
the Rating Agency; or (c) PNC Bank, National Association, provided that the ratings by the Rating Agency for the short-term
unsecured debt 



    26


     


    

obligations or commercial paper or deposits and long term unsecured debt obligation or deposits do not decrease
below the ratings set forth in clause (a).


“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 Agency (including, in the case of the Operating Advisor, this transaction) but has not
been special servicer or operating advisor on a transaction for which the Rating Agency has qualified, downgraded or withdrawn
its rating or ratings of one or more classes of certificates for such transaction and cited servicing concerns with the special
servicer or operating advisor as the sole or a material factor in such rating action; (b) that can and will make the representations
and warranties of the Operating Advisor set forth in Section 2.8; (c) that is not (and is not a Risk Retention
Affiliate of) the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Sponsor, any Borrower
Related Party, the Controlling Class Representative, or any of their respective 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 of, or recommendation for replacement of the Special Servicer by, a successor special
servicer; (e) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed
securities matters and has at least five (5) years of experience in collateral analysis and loss projections and (y) has at
least five (5) years of experience in commercial real estate asset management and experience in the workout and management of distressed
commercial real estate assets; and (f) that does not directly or indirectly, through one or more Affiliates or otherwise,
own or have derivative exposure in any interest in any Certificates, the Trust 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.


“Environmental
Indemnity”: As defined in the Loan Agreement.


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


“Euroclear”:
As defined in Section 5.2(a).


“Excess Servicing
Fees”: With respect to the Mortgage Loan (and the Foreclosed Property, if applicable), that portion of the Servicing
Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.


“Excess Servicing
Fee Rate”: With respect to the Mortgage Loan (and the Foreclosed Property, if applicable), a rate per annum equal to
the Servicing Fee Rate minus 0.00125%; provided that such rate shall be subject to reduction at any time following any resignation
of a Servicer pursuant to Section 6.6 of this Agreement (if no successor is appointed in accordance with Section 6.6
of this Agreement) or any termination of the Servicer pursuant to Section 7.1 of this Agreement, to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer (which successor may
include the Trustee) that meets the requirements of Section 7.2 of this Agreement.


“Excess Servicing
Fee Right”: With respect to the Mortgage Loan (and the Foreclosed Property, if applicable), the right to receive Excess
Servicing Fees. In the absence of 



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any transfer of the Excess Servicing Fee Right, the Servicer shall be the owner of such Excess
Servicing Fee Right.


“Exchange
Act”: The Securities Exchange Act of 1934, as amended from time to time.


“FHLMC”:
The Federal Home Loan Mortgage Corporation and its successors in interest.


“Final Asset
Status Report”: An Asset Status Report that is labeled or otherwise communicated as being a “Final Asset Status
Report” and is in the process of being implemented by the Special Servicer in accordance with the terms of this Agreement
(as determined by the Special Servicer), together with such other data or supporting information provided by the Special Servicer
to the Controlling Class Representative which does not include any communication (other than the related asset status report) between
the Special Servicer and the Controlling Class Representative; provided that, so long as a Control Termination Event has
not occurred and is not continuing, no asset status report will be considered to be a Final Asset Status Report unless the Controlling
Class Representative has either finally approved of and consented to the actions proposed to be taken in connection therewith,
or has exhausted all of its rights of approval or consent or has been deemed to have approved or consented to such action or the
Asset Status Report is otherwise in the process of being implemented by the Special Servicer in accordance with the terms of this
Agreement.


“Fitch”:
Fitch Ratings, Inc., and its successors-in-interest.


“FNMA”:
The Federal National Mortgage Association and its successors in interest.


“Foreclosed
Property”: Any portion of the Property, title to which has been acquired by the Special Servicer on behalf of the Trust
and the Companion Loan Holders through foreclosure, deed-in-lieu of foreclosure or otherwise in the name of the Trustee or its
nominee.


“Foreclosed
Property Account”: As defined in Section 3.6.


“Foreclosure”:
Any foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of any judicial or non-judicial foreclosure or
termination, cancellation or rescission of any such foreclosure of the Mortgages.


“Foreclosure
LLC”: As defined in Section 3.14(a).


“Foreclosure
Proceeds”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator, the
Custodian and/or the Trustee, received in respect of the Foreclosed Property (including, without limitation, proceeds from the
operation or rental of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.


“Form ABS
Due Diligence-15E”: The form certification of a Due Diligence Service Provider prescribed by Section 15E(s)(4)(B)
of the Exchange Act and Rule 17g-10 thereunder.



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“Form 8-K
Disclosure” The information described in the Form 8-K items set forth under the “Item on Form 8-K” column
on Exhibit W hereto.


“Global
Certificates”: As defined in Section 5.2(b).


“Impermissible
Risk Retention Affiliate”: As defined in Section 2.12.


“Impermissible
Operating Advisor Affiliate”: As defined in Section 2.12.


“Impermissible
TPP Affiliate”: As defined in Section 2.12.


“Independent”:
When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any material
indirect financial interest in the Depositor, the Loan Borrower, the Borrower Sponsor, any Companion Loan Holder, the Certificate
Administrator, the Trustee, the Custodian, the Controlling Class Representative, the Servicer, the Special Servicer or the Operating
Advisor or in any of their respective Affiliates and (ii) is not connected with the Depositor, the Loan Borrower, the Borrower
Sponsor, any Companion Loan Holder, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the Operating
Advisor or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.


“Independent
Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the subject Property or Foreclosed Property is located certifies or licenses appraisers,
is certified or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal
of comparable properties in the geographic area in which the subject Property is located.


“Independent
Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Lower-Tier REMIC or the Upper-Tier REMIC within the meaning of Section 856(d)(3) of
the Code if such Trust REMIC were a real estate investment trust (except that the ownership test set forth in that Section of the
Code shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or
35% or more of the aggregate value of all Classes of Certificates or such other interest in the Certificates as is set forth in
an Opinion of Counsel, which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer,
or the Trust Fund, be delivered to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf of
the Trustee); provided that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any income from such Person
and the relationship between such Person and such Trust REMIC is at arm’s length, all within the meaning of Treasury Regulations
Section 1.856-4(b)(5), or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee, the
Certificate Administrator and Operating Advisor (or the Servicer or the Special Servicer on behalf of the Trustee) has received
an Opinion of Counsel which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer
(unless the Special Servicer or the Servicer is providing the Opinion of Counsel with respect to itself), the Operating Advisor
or the Trust, be to the effect that the taking of any action in respect of the Foreclosed 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
Foreclosed Property 



    29


     


    

to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such Foreclosed Property to fail to qualify as Rents from Real Property.


“Initial
Purchaser”: Credit Suisse Securities (USA) LLC and its successors-in-interest.


“Inquiries”:
As defined in Section 4.5.


“Institutional
Accredited Investor”: 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 are “accredited
investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act.


“Insurance
Proceeds”: (a) The portion of Net Proceeds paid as a result of a Casualty other than amounts to be applied to the
restoration, preservation or repair of the Property or to be released to the Loan Borrower each in accordance with the terms of
the Loan Agreement, or if not required to be so applied or so released under the terms of the Loan Agreement, Accepted Servicing
Practices and (b) amounts paid by any insurer pursuant to any insurance policy required to be maintained by the Servicer
pursuant to Section 3.11, to the extent related to this Agreement only.


“Interest
Distribution Amount”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier
Interests, the sum of the Current Interest Distribution Amount for such Distribution Date and such Class of Certificates or Uncertificated
Lower-Tier Interests plus the aggregate unpaid Interest Shortfalls in respect of prior Distribution Dates for such Class of Certificates
or Uncertificated Lower-Tier Interests.


“Interest
Reserve Account”: As defined in Section 3.4(d).


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier
Interests, the amount by which the Current Interest Distribution Amount for such Class of Certificates exceeds the portion of such
amount actually paid in respect of such Class of Certificates on such Distribution Date.


“Interested
Person”: The Depositor, the Servicer, the Special Servicer, the Certificate Administrator, a holder of 50% or more of
the Controlling Class, the Controlling Class Representative (or any of its Affiliates), the Operating Advisor, the Loan Borrower,
any Companion Loan Holder, any Other Depositor, any master servicer, special servicer or trustee for an Other Securitization, the
Borrower Sponsor, the Property Manager, any mezzanine lender, any independent contractor engaged by the Special Servicer, or any
of their respective Affiliates.


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



    30


     


    




“Investment
Account”: As defined in Section 3.8(a).


“Investment
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Servicer, the Special Servicer or any of their respective Affiliates, as applicable, or any
Person on whose behalf the Servicer, the Special Servicer or any of their respective Affiliates has discretion in connection with
Investments.


“Investor
Certification”: A certification representing that such Person executing the certificate is a Certificateholder, a Companion
Loan Holder, the Controlling Class Representative if the Controlling Class Representative is not a Certificateholder (and no Control
Termination Event or Consultation Termination Event is in effect), a Beneficial Owner, the Sponsor (in the event it is required
under the Loan Purchase Agreement to repurchase the Trust Loan or any other Note), or a prospective purchaser of a Certificate
(or any investment advisor or manager of the foregoing) and that (i) for purposes of obtaining certain information and notices
pursuant to this Agreement (including access to information and notices on the Certificate Administrator’s Website), (A) (1) such
Person is not a Borrower Related Party, in which case such Person shall have access to all the reports and information made available
to Privileged Persons pursuant to this Agreement or (2) such Person is a Borrower Related Party, in which case such person
shall be entitled to receive access to the Distribution Date Statements posted on the Certificate Administrator’s Website,
and (B) except in the case of a prospective purchaser of a Certificate, such person has received a copy of the final Offering
Circular, in the form of Exhibit BB-1 or Exhibit BB-2, as applicable, to this Agreement or in the form of an
electronic certification contained on the Certificate Administrator’s Website, and/or (ii) for purposes of exercising
Voting Rights (which shall not apply to a prospective purchaser of a Certificate), (A) such Person is not a Borrower Related
Party, (B) such Person is or is not the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or an Affiliate of any of the foregoing, (C) such Person has received a copy of the final Offering Circular and (D) such
Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided that if
such Person is an Affiliate of the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
such Person certifies to the existence or non-existence of appropriate policies and procedures restricting the flow of information
between it and the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable;
provided, further, that a repurchasing Sponsor shall be entitled to receive any and all reports and have access
to any and all information that a Certificateholder would otherwise have under the terms of this Agreement. The Certificate Administrator
may conclusively rely on any duly submitted Investor Certification and may require that Investor Certifications be resubmitted
from time to time in accordance with its policies and procedures.


“Liquidated
Property”: The Property, if it has been liquidated and the Special Servicer has determined that all amounts which it
expects to recover from or on account of the Property has been recovered.


“Liquidation
Expenses”: Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer,
the Special Servicer, the Certificate Administrator, the Custodian or the Trustee in connection with the liquidation of the Mortgage
Loan or Property (or portions thereof), such expenses including, without limitation, legal fees and 



    31


     


    

expenses, appraisal fees, brokerage
fees and commissions, conveyance taxes and trustee and co-trustee fees, if any. Liquidation Expenses shall not include any previously
incurred expenses which have been previously reimbursed to the party incurring the same or which were netted against income from
the Foreclosed Property and were considered in the calculation of the amount of Foreclosure Proceeds pursuant to the definition
thereof.


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to the Liquidated Property or the liquidation of the Mortgage
Loan or any portion thereof or the Notes pursuant to Section 3.17 as to which the Special Servicer receives any Liquidation
Proceeds, equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds related to such Liquidated Property,
Mortgage Loan or portion thereof or Notes.


“Liquidation
Fee Rate”: A rate equal to 0.50%.


“Liquidation
Proceeds”: Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or
Certificate Administrator in connection with the liquidation of the Mortgage Loan, the Trust Loan, the Companion Loan or the Property,
whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff or other liquidation
of the Mortgage Loan, the Trust Loan, the Companion Loan (other than amounts required to be paid to the Loan Borrower pursuant
to law or the terms of the Loan Agreement) including the proceeds of any full, partial or discounted payoff of the Mortgage Loan,
the Trust Loan or the Companion Loan (exclusive of any portion of such payoff or proceeds that represents Default Interest or late
payment charges).


“Loan Agreement”:
As defined in the Introductory Statement.


“Loan Borrower”:
As defined in the Introductory Statement.


“Loan Borrower
Reimbursable Trust Fund Expenses”: Any amounts payable or reimbursable from the Loan Borrower pursuant to Section 17.6
of the Loan Agreement.


“Loan Documents”:
All documents executed or delivered by the Loan Borrower or any other party evidencing or securing the Mortgage Loan and any amendment
thereof or thereafter or subsequently added to the Mortgage File, including without limitation the Loan Agreement.


“Loan Event
of Default”: An “Event of Default” as defined under the Loan Documents.


“Loan Interest
Accrual Period”: “Interest Accrual Period” as defined in the Loan Agreement.


“Loan Lender”:
Lender as defined in the Loan Agreement.


“Loan Payment
Date”: “Monthly Payment Date” as defined in the Loan Agreement.



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“Loan Purchase
Agreement”: The Trust Loan Purchase and Sale Agreement, dated as of December 6, 2019, by and between the Sponsor
and the Depositor.


“Lockbox
Agreement”: “Restricted Account Agreement” as defined in the Loan Agreement.


“Lower-Tier
Distribution Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Lower-Tier
REMIC.


“Lower-Tier
Distribution Amount”: As defined in Section 4.1(b).


“Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier 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 Introductory Statement
to this Agreement, 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 preceding Distribution Date (after giving effect to distribution
of principal and allocation of Realized Losses).


“Lower-Tier
REMIC”: One of two separate Trust REMICs comprising the Trust Fund, the assets of which consist of all of the assets
of the Trust Fund other than the assets of the Upper-Tier REMIC.


“MAI Standards”:
Standards of Professional Appraisal Practice established for Members of the Appraisal Institute.


“Major Decision”:
Any of the following:


(i)       any
substitution or release of real property collateral for the Mortgage Loan (other than substitutions or releases of immaterial and
non-income producing real property collateral in connection with an Outparcel Release so long as the conditions set forth in the
Loan Agreement have been satisfied), or in connection with a condemnation action) except as expressly permitted by the Loan Documents
and for which there is no Loan Lender discretion;


(ii)       any
determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause, in each case solely to the
extent the Loan Lender’s approval or exercise of Loan Lender discretion is required by the Loan Documents;


(iii)       any
transfer of the Property or any portion of the Property, or any transfer of any direct or indirect ownership interest in the Loan
Borrower to the extent the Loan Lender’s consent is required under the Loan Documents, except in each case as expressly permitted
by the Loan Documents and for which there is no material Loan Lender discretion or in connection with a pending or threatened condemnation;


(iv)       any
consent to incurrence of direct or indirect additional debt by the Loan Borrower or mezzanine debt (or issuance of preferred equity
that is substantially equivalent to a mezzanine loan) by a direct or indirect parent of the Loan Borrower, including any approval
of the terms of any document evidencing or securing any such additional debt and 



    33


     


    

of any intercreditor or subordination agreement
executed in connection therewith and any waiver of or amendment or modification to the terms of any such document or agreement,
in each case to the extent the Loan Lender’s approval is required by the Loan Documents;


(v)       any
direct or indirect sale of the Mortgage Loan for less than the applicable Repurchase Price or any direct or indirect sale of any
Foreclosed Property for less than the applicable Repurchase Price;


(vi)      any
determination to bring the Property or Foreclosed Property into compliance with applicable environmental laws or to otherwise address
hazardous material located at the Property or Foreclosed Property;


(vii)     any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of a Foreclosed Property) of the ownership
of property securing the Mortgage Loan or any exercise of remedies, including the acceleration of the Mortgage Loan or initiation
of any proceedings against the Loan Borrower or any of its affiliates;


(viii)    any
modification, consent to a modification or waiver of any monetary term (other than any late fees, penalty charges and default interest,
but including, without limitation, the timing of payments and acceptance of discounted payoffs), or material non-monetary term
of the Mortgage Loan or any extension of the Stated Maturity Date of the Mortgage Loan other than an extension of the Stated Maturity
Date of the Mortgage Loan pursuant to the extension option;


(ix)       the
property manager changes or modifications, waivers or amendments to any management agreement, including, without limitation, approval
of the termination of a manager and appointment of a new property manager (in each case, which the Loan Lender is required to consent
to or approve under the Loan Documents);


(x)        releases
of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves and specifically set forth
on Schedule I, other than those required pursuant to the specific terms of the Mortgage Loan and for which there is no Loan
Lender discretion (provided that, for the avoidance of doubt, any request for the funding or disbursement of ordinary course
impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an
approved lease, each in accordance with the Loan Documents, or any other funding or disbursement as mutually agreed upon by the
Servicer and the Special Servicer, will not constitute a Major Decision);


(xi)      any
acceptance of an assumption agreement or any other agreement permitting transfers of interests in the Loan Borrower or the guarantor
releasing the Loan Borrower or the guarantor from liability under the Mortgage Loan other than pursuant to the specific terms of
the Mortgage Loan and for which there is no material Loan Lender discretion;


(xii)     any
material modification, waiver or amendment of any intercreditor agreement, co-lender agreement (other than any modification of
the co-lender agreement in connection with the splitting of any Note as permitted pursuant to the terms of such co-



    34


     


    

lender agreement),
participation agreement or similar agreement with any mezzanine lender or subordinate debt holder (or holder of preferred equity
that is substantially equivalent to a mezzanine loan) related to the Mortgage Loan, or an action to enforce rights (or decision
not to enforce rights) with respect thereto, or any modification, waiver, or amendment of such agreements and/or the exercise of
rights and powers granted under any intercreditor agreement, co-lender agreement, participation agreement or similar agreement
to the lender to the extent such rights or powers affect the priority of payment, consent rights or security interest with respect
to the Mortgage Loan;


(xiii)     the
determination by the Special Servicer pursuant to clause (vii) of the definition of “Special Servicing Loan Event”;


(xiv)    any
calculation of Debt Yield or determination of whether a Trigger Period is in effect when required for any purposes under the Loan
Documents solely to the extent such calculation or determination waives a requirement in any material respect or reflects a material
change in the methodology of the applicable calculation or determination;


(xv)     approval
of casualty/condemnation insurance settlements other than pursuant to the specific terms of the Mortgage Loan, and any determination
to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Property if
application of such proceeds would not result in payment in full of the Mortgage Loan;


(xvi)       any
consent to (a) the termination or surrender of any “major lease” under the Loan Agreement, (b) the Borrower entering
into a “major lease” under the Loan Agreement or (c) the execution, termination or renewal of a ground lease or any
other lease, to the extent such lease constitutes a “major lease” under the Loan Agreement, including any consent to
entering any subordination non-disturbance and attornment agreement, in each case, solely to the extent the Loan Lender’s
approval or discretion is required by the Loan Documents;


(xvii)       any
proposed modification or waiver of any provision of any Loan Documents which reduces the types, nature or amounts of insurance
coverage, including terrorism insurance, required to be obtained and maintained by the Borrower (to the extent the lender’s
approval is required under the Loan Documents); and


(xviii)       if
the Property is an REO Property, approval of operating and business plans or asset sale and disposition plans of such REO Property
(including incurring financing, restructuring or refinancing debt, engaging or replacing any property manager or leasing agent,
decision with respect to operating and capital expenses, etc.


“Major Decision
Reporting Package”: As defined in Section 6.5(a).


“Material
Breach”: As defined in Section 2.9(a).


“Material
Document Defect”: As defined in Section 2.9(a).



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“Modification
Fees”: With respect to the Mortgage Loan, any and all fees collected from the Loan Borrower with respect to a modification,
extension, waiver or amendment that modifies, extends, amends or waives any term of the Loan Documents agreed to by the Servicer
or the Special Servicer, other than (a) any assumption fees, consent fees, defeasance fees or assumption application fees
and (b) Special Servicing Fees, Work-out Fees and Liquidation Fees.


“Monthly
Payment”: (i) With respect to the Mortgage Loan and any Distribution Date, the scheduled payment of principal (if
any) and interest on the Mortgage Loan pursuant to the Loan Agreement, including the Balloon Payment, as applicable, in each case
that is due and payable on the immediately preceding Loan Payment Date, (ii) with respect to the Trust Loan and any Distribution
Date, the scheduled payment of principal (if any) and interest on the Trust Loan pursuant to the Loan Agreement, including the
Balloon Payment, as applicable, in each case that is due and payable on the immediately preceding Loan Payment Date and (iii) with
respect to any Note and any Distribution Date, the scheduled payment of principal (if any) and interest on such Note pursuant to
the Loan Agreement and the related Balloon Payment, in each case that is due and payable on the immediately preceding Loan Payment
Date.


“Monthly
Payment Advance”: Any advance in respect of a delinquent Monthly Payment (or Assumed Monthly Payment, as applicable)
on the Trust Loan made by the Servicer or the Trustee pursuant to Section 3.21(a) or (c) as applicable. Each
reference to the reimbursement or payment of a Monthly Payment Advance shall be deemed to include, whether or not specifically
referred to, payment or reimbursement of interest thereon at the Advance Rate through the date of payment or reimbursement.


“Moody’s”:
Moody’s Investors Service, Inc. or 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 designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the
Servicer, the Special Servicer and the Operating Advisor and specific ratings of Moody’s herein referenced shall be deemed
to refer to the equivalent ratings of the party so designated.


“Mortgage”:
“Security Instrument” as defined in the Loan Agreement.


“Mortgage
Loan”: As defined in the Introductory Statement.


“Mortgage
Loan Rate” means the rate at which interest (other than Default Interest) will be payable on each Note of the Mortgage
Loan, which is a fixed per annum rate equal to 3.3000%.


“Mortgage
File”: As defined in Section 2.1(b), and any additional documents required to be added to the Mortgage File
pursuant to this Agreement.


“Net Foreclosure
Proceeds”: With respect to the Foreclosed Property, the Foreclosure Proceeds with respect to such Foreclosed Property
net of any insurance premiums, taxes, assessments, ground rents and other costs permitted to be paid therefrom pursuant to Section 3.14.



    36


     


    




“Net Liquidation
Proceeds”: The excess of Liquidation Proceeds received with respect to the Property or the Mortgage Loan, as the case
may be, over the amount of Liquidation Expenses incurred with respect thereto.


“Net Proceeds”:
As defined in the Loan Agreement.


“Net Trust
Loan Rate”: With respect to any Distribution Date and the Trust Loan, the annualized rate at which interest would have
to accrue in respect of the Trust Loan on the basis of a 360-day year consisting of twelve 30-day months in the Loan Interest
Accrual Period preceding the Loan Payment Date that precedes such Distribution Date in order to produce the aggregate amount of
interest (net of interest at the Servicing Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate,
the Operating Advisor Fee Rate and the Certificate Administrator Fee Rate and exclusive of Default Interest) that actually accrues
on the Trust Loan during such Loan Interest Accrual Period; provided that any modification that changes the Net Trust Loan
Rate shall be disregarded for purposes of calculating the Pass-Through Rates for the corresponding Class(es) of Certificates;
provided, further, that (i) the Net Trust Loan Rate for the Loan Interest Accrual Period preceding the Loan
Payment Dates in (a) January and February in each year that is not a leap year or (b) in February only in each year that
is a leap year (unless in the case of either (a) or (b) the related Distribution Date is the final Distribution Date), shall
be the annualized rate at which interest would have to accrue on the basis of a 360-day year consisting of twelve 30-day months
in order to produce the aggregate amount of interest (net of interest at the Servicing Fee Rate, the CREFC® Intellectual
Property Royalty License Fee Rate, the Operating Advisor Fee Rate and the Certificate Administrator Fee Rate and exclusive of
Default Interest) actually accrued on the Trust Loan during such Loan Interest Accrual Period, minus the applicable Withheld Amount
and (ii) the Net Trust Loan Rate for the Loan Interest Accrual Period preceding the Loan Payment Date in March (or February, if
the related Distribution Date is the final Distribution Date), shall be the annualized rate at which interest would have to accrue
on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net of
interest at the Servicing Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate, the Operating Advisor
Fee Rate and the Certificate Administrator Fee Rate and exclusive of Default Interest) actually accrued on the Trust Loan during
such Loan Interest Accrual Period, plus the applicable Withheld Amounts.


“New Lease”:
Any lease with respect to the Foreclosed 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.


“Nondisqualification
Opinion”: An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, to the
effect that a contemplated action will not result in an Adverse REMIC Event.


“Nonrecoverable
Advance”: Any Advance or portion of an Advance previously made and not previously reimbursed, or proposed to be made,
including interest on such Advance, which, the Servicer, the Special Servicer or the Trustee determines in accordance with Accepted
Servicing Practices (in the case of the Servicer or the Special Servicer) or reasonable business judgment (in the case of the Trustee)
would not be ultimately recoverable from subsequent payments or collections (including Foreclosure Proceeds, Liquidation Proceeds,
Condemnation 



    37


     


    

Proceeds (to the extent not needed for the repair or restoration of the Property) and Insurance Proceeds) in respect
of the Trust Loan or Mortgage Loan, as applicable, or the Property or from funds on deposit in the Collection Account pursuant
to Section 3.4(c). The Trustee will be entitled to rely conclusively on the Servicer’s determination that an
Advance is a Nonrecoverable Advance, and the Servicer will be entitled to rely conclusively on the Special Servicer’s determination
that an Advance is a Nonrecoverable Advance.


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


“Non-Book
Entry Certificates”: As defined in Section 5.2(c).


“Non-U.S.
Beneficial Ownership Certification”: As defined in Section 5.3(f).


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


“Note Rate”:
With respect to each Note, the per annum rate at which interest accrues on such Note as set forth in the Loan Agreement
without giving effect to the Default Rate.


“Notes”:
As defined in the Introductory Statement.


“Notional
Amount”: With respect to the Class X Certificates, the Class X Notional Amount as reduced by the aggregate amount of
Realized Losses allocated pursuant to Section 4.1(g).


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


“NRSRO Certification”:
A certification executed by an NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as Exhibit
M, which may be provided electronically by means of a “click-through” confirmation on the 17g-5 Information Provider’s
Website, stating that such certifying party is a Rating Agency under this Agreement or that such certifying party has provided
the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), has access to the 17g-5 Information Provider’s
Website and that any confidentiality agreement applicable to such certifying party with respect to the information obtained from
the 17g-5 Information Provider’s Website shall also be applicable to information obtained from the 17g-5 Information Provider’s
Website and the Certificate Administrator’s Website.



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“Offering
Circular”: That certain Confidential Offering Circular, dated December 12, 2019, relating to the offering of the
Certificates.


“Officer’s
Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice
President (however denominated), the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Servicing
Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Depositor, the Sponsor or any other entity
referred to herein, as the case may be, customarily performing functions similar to those performed by any of the above designated
officers and also with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.


“Operating
Advisor”: Park Bridge Lender Services LLC, a New York 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 3.27(c).


“Operating
Advisor Consultation Event”: The event that occurs when (i) the Class HRR Certificates have a Certificate Balance
(as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 3.7(a)
of this Agreement) equal to or less than 25% of the Initial Certificate Balance of such Class or (ii) a Control Termination
Event has occurred and is continuing.


“Operating
Advisor Consulting Fee”: A fee with respect to each Asset Status Report and Major Decision in respect of which the Operating
Advisor has consultation obligations and performed its duties with respect to such Asset Status Report or Major Decision equal
to $10,000 (or such lesser amount paid by the Loan Borrower), payable pursuant to Section 3.4 of this Agreement; provided,
however, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect
to any Asset Status Report or Major Decision; provided, further, that the Servicer or Special Servicer, as applicable,
may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the Loan Borrower if it determines that such
full or partial waiver is in accordance with Accepted Servicing Practices (provided that the 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), but may
in no event take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests
for collection.


“Operating
Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts
or 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 the Trust Loan, the fee payable to the Operating Advisor pursuant to Section 3.27(h).


“Operating
Advisor Fee Rate”: With respect to each Certificate Interest Accrual Period related to any applicable Distribution Date,
a per annum rate of 0.00427%.



    39


     


    




“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 (as a collective whole as if such Certificateholders constituted a
single lender), and not for the holders of any particular class of Certificates, 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 the Loan Borrower, any manager of the Property, the Borrower
Sponsor, the Sponsor, the Depositor, the Servicer, the Special Servicer, any Certificateholder, the Controlling Class Representative
or any of their respective Affiliates.


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


(b)       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 any such failure which is not curable
within such thirty (30) day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such
cure so long as it has commenced to cure such failure within the initial 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;


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


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


(e)       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;


(f)       the
Operating Advisor consents to the appointment of a conservator, receiver, liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling 



    40


     


    

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


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


“Opinion
of Counsel”: A written opinion of counsel (which counsel, in the case of any such opinion of counsel relating to the
taxation of the Trust Fund or any portion thereof or the status of each Trust REMIC as a REMIC for taxation purposes, shall be
Independent of the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee), who may, without limitation, be counsel for the Depositor, the Servicer, the Special Servicer, the Operating Advisor
or the Trustee, reasonably acceptable to the Certificate Administrator or the Trustee, as applicable.


“Original
Lower-Tier Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, the initial Lower-Tier
Principal Amount thereof as of the Closing Date, in each case as specified in the Introductory Statement to this Agreement.


“Origination
Date”: means December 2, 2019.


“Other Depositor”:
With respect to any Other Securitization Trust, the related “depositor” (within the meaning of Item 1101(e) of Regulation
AB).


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other
Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and/or 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 and for the purposes of
Section 11.7, Section 11.8, Section 11.9 and Section 11.16 only, the trustee,
certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement
that is responsible for the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified
in writing to the parties to this Agreement.


“Other Pooling
and Servicing Agreement”: The pooling and servicing agreement or other comparable agreement governing the creation of
any Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust.


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


“Outparcel
Release”: As defined in the Loan Agreement.



    41


     


    




“Par Price”:
Without duplication the sum of (i) the outstanding principal balances of the A-Notes and the B-Note, (ii) the accrued and unpaid
interest on the outstanding principal balance of the A-Notes and the B-Note at the related Note Rate, up to (but excluding) the
date of purchase and if such date of purchase is not a Payment Date, up to (but excluding) the Payment Date next succeeding the
date of purchase, (iii) any Property Protection Advances and Administrative Advances that have not been reimbursed from collections
on the Loan and the related Advance Interest amount, (iv) any interest accrued on any Monthly Payment Advance or Companion Loan
Advance made on any A-Note or B-Note by a party to this Agreement or another pooling and servicing agreement at the rate specified
in the related servicing agreement, (v) any accrued and unpaid Servicing Fees, Special Servicing Fees, Work-out Fees, Liquidation
Fees and additional servicing compensation, and (vi) any unreimbursed Costs (as defined in the Co-Lender Agreement) incurred by
any A-Note holder or B-Note holder or any party acting on such holder’s behalf (which are not included in the preceding clauses
of this definition).


“Pass-Through
Rate”: With respect to each Class of Regular Certificates, the per annum rate at which interest accrues on the
Certificate Balance or Notional Amount, as applicable, of such Class as set forth in Section 5.1(a), and for each
Uncertificated Lower-Tier Interest, the Net Trust Loan Rate, being, in each case, the rate at which interest accrues on the Certificate
Balance, Notional Amount or Lower-Tier Principal Amount, as applicable, of such Class as set forth in the Introductory Statement
to this Agreement.


“Percentage
Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with
respect to the related Class. With respect to any Regular Certificate, such “percentage interest” is equal to the Initial
Certificate Balance or Notional Amount, as applicable, of such Certificate divided by the Initial Certificate Balance or Notional
Amount, as applicable, of all of the Certificates of the related Class. With respect to the Class R Certificates, the percentage
specified on the Certificate held by the Holder of such Certificate.


“Performing
Party”: As defined in Section 11.12.


“Permitted
Encumbrances”: As defined in the Loan Agreement.


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


(i)       obligations
of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality
thereof; provided such obligations are backed by the full faith and credit of the United States of America including, without
limitation, obligations of: the U.S. Treasury (all 



    42


     


    

direct or fully guaranteed obligations),
the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates),
the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation
certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and
the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments
described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or
change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


(ii)       
Federal Housing Administration debentures;


(iii)     
obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations),
the Farm Credit System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations),
the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding
Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have
a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have
a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must
move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


(iv)      
federal funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements
of any bank, (A) if it has a term of three months or less, the short-term obligations of which are rated in the highest
short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s,
(B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in
the highest short-term rating category by Moody’s and the long-term obligations of which are rated at least “Aa3”
by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest
short-term rating category by Moody’s and the long-term obligations of which are rated “Aaa” by Moody’s
(or, if not so rated by the Rating Agency as set forth in clauses (A) through (C) above, otherwise acceptable to
the Rating Agency as confirmed by receipt of the Rating Agency Confirmation from the Rating Agency); provided, however,
that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity
that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a
single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments
must not be subject to liquidation prior to their maturity;



    43


     


    




(v)        
demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company,
savings and loan association or savings bank, (A) if it has a term of three months or less, the short-term obligations of
which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least
“A2” by Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term
obligations of which are rated in the highest short-term rating category by Moody’s and the long-term obligations of which
are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations
of which are rated in the highest short-term rating category by Moody’s and the long-term obligations of which are rated
“Aaa” by Moody’s (or, if not so rated by such Rating Agency as set forth in clauses (A) through (C)
above, otherwise acceptable to the Rating Agency as confirmed by receipt of a Rating Agency Confirmation from the Rating Agency);
provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar
amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest,
such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with
that index, and (C) such investments must not be subject to liquidation prior to their maturity;


(vi)      
debt obligations, (A) if it has a term of three months or less, the short-term obligations of which are rated in the
highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by
Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which
are rated in the highest short-term rating category by Moody’s and the long-term obligations of which are rated at least
“Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated
in the highest short-term rating category by Moody’s and the long-term obligations of which are rated “Aaa” by
Moody’s (or, if not so rated by such Rating Agency as set forth in clauses (A) through (C) above, otherwise
acceptable to the Rating Agency as confirmed by receipt of a Rating Agency Confirmation from the Rating Agency); provided,
however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal
due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must
be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such
investments must not be subject to liquidation prior to their maturity;


(vii)   
commercial paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand
or on a specified date not more than one year after the date of issuance thereof), (A) if it has a term of three months or
less, the short-term obligations of which are rated at least “P-1” by Moody’s or the long-term obligations of
which are rated at least “A2” by Moody’s; (B) if it has a term of more than three months and not in excess
of six months, the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term
debt obligations of which are rated at least “Aa3” by 



    44


     


    

Moody’s; and (C) if it has a term of more than six
months, the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations
of which are rated at least “Aaa” by Moody’s (or, if not so rated by such Rating Agency as set forth in clauses
(A) through (E) above, otherwise acceptable to the Rating Agency as confirmed by receipt of a Rating Agency Confirmation
from the Rating Agency); provided, however, that the investments described in this clause must (A) have
a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable
rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately
with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


(viii) 
units of money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset
value per share, so long as such funds are rated by Moody’s in its highest money market fund ratings category (or, if not
rated by the Rating Agency, otherwise acceptable to the Rating Agency as confirmed by receipt of a Rating Agency Confirmation from
the Rating Agency);


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


(x)        
such other demand, money market or time deposit, demand obligation or any other obligation, security or investment that,
but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses
(i) – (ix) above, with respect to which a Rating Agency Confirmation has been obtained from the Rating Agency for
which the minimum ratings set forth in the applicable clause is not satisfied with respect to such demand, money market or
time deposit, demand obligation or any other obligation, security or investment;


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



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“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees
or insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any services
performed by such party with respect to the Mortgage Loan, subject to Section 3.17 of this Agreement.


“Permitted
Transferee”: Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person
so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person
or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate
to such Person would not cause either Trust REMIC to fail to qualify as a Trust REMIC at any time that the Certificates are outstanding,
(c) a Disqualified Non-U.S. 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. Person or
(e) a U.S. 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. Person.


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


“Prepayment
Charge”: “Yield Maintenance Premium” as defined in the Loan Agreement.


“Prime Rate”:
The “prime rate” published in The Wall Street Journal. If The Wall Street Journal ceases to publish the
“prime rate”, then the Servicer shall select an equivalent publication that publishes such “prime rate”,
and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental
or quasi-governmental body, then the Servicer shall reasonably select a comparable interest rate index.


“Principal
Distribution Amount”: For each Distribution Date and any Class of Sequential Pay Certificates, the sum of (i) the
Regular Principal Distribution Amount for such Distribution Date and such Class and (ii) the aggregate Principal Shortfalls
in respect of prior Distribution Dates for such Class of Certificates.


“Principal
Shortfall”: For each Distribution Date and any Class of Sequential Pay Certificates, the amount by which the Regular
Principal Distribution Amount for such Class exceeds the amount actually distributed to such Class in respect of principal on such
Distribution Date.


“Privileged
Information”: Any (i) correspondence or other communications between the Controlling Class Representative and the
Special Servicer related to a Specially Serviced Loan or the exercise of the consent or consultation rights of the Controlling
Class Representative under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably
determined (and has identified as privileged or confidential information) 



    46


     


    

could compromise the Trust Fund’s position in any
ongoing or future negotiations with the Loan Borrower or other interested party, and (iii) information subject to attorney
client privilege. The Servicer and the Special Servicer shall be entitled to rely on any identification of materials as “attorney-client
privileged” without liability for any such reliance hereunder.


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


“Privileged
Person”: The Depositor and its designee, the Initial Purchaser, the Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Custodian, the Operating Advisor, the Sponsor, a designee of the Depositor, each Companion Loan
Holder, any NRSRO that provides the 17g-5 Information Provider with an NRSRO Certification, and any Person that provides the Certificate
Administrator with an Investor Certification in the form of Exhibit BB-1, which Investor Certification may be submitted
electronically via the Certificate Administrator’s Website; provided that in no event shall a Borrower Related Party
be considered a Privileged Person. However, such Borrower Related Party shall be entitled to receive access only to the Distribution
Date Statements posted on the Certificate Administrator’s Website. The provisions herein shall not limit the Servicer’s
or the Special Servicer’s ability to make accessible certain information regarding the Trust Loan at a website maintained
by the Servicer or the Special Servicer. None of the Servicer, the Special Servicer or the Certificate Administrator shall be liable
for any communication to the Controlling Class Representative or Controlling Class Certificateholder or disclosure of information
if the Servicer, the Special Servicer or the Certificate Administrator, as applicable, did not receive prior written notice that
the Controlling Class Representative or Controlling Class Certificateholder is a Borrower Related Party. Each of the Servicer,
the Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on any written notice from the Controlling
Class Representative or Controlling Class Certificateholder that it is or is no longer a Borrower Related Party.


“Property”:
As defined in the Loan Agreement.


“Property
Protection Advances”: As defined in Section 3.21(b).


“Property
Manager”: The “Manager” as defined in the Loan Agreement.


“QIB”:
A “qualified institutional buyer” within the meaning of Rule 144A.



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“Qualified
Bidder”: As defined in Section 7.2(b).


“Qualified
Insurer Rating”: With respect to an insurer, (a) if such insurer has a claims paying ability that is rated at least equal
to (i) “A-” by S&P, (ii) “A-” by Fitch, (iii) “A3” by Moody’s, (iv) “A-VIII”
by A.M. Best, (v) “A(low)” by DBRS, Inc. or (vi) “A-”or its equivalent by Kroll Bond Rating Agency, Inc.
or (b) in any case, such other rating acceptable to the Rating Agency as evidenced by a Rating Agency Confirmation.


“Qualified
Mortgage”: A “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard
to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage) or any substantially
similar successor provision.


“Qualified
Replacement Special Servicer”: A replacement Special Servicer (a) that is a Qualified Servicer, (b) that is not the Operating
Advisor or an affiliate of the Operating Advisor, (c) that is not obligated to pay the Operating Advisor (i) any fees or otherwise
compensate the Operating Advisor in respect of its obligations under this Agreement, or (ii) 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,
(d) that 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,
and (e) that is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer, in
each case, unless expressly approved by 100% of the Certificateholders.


“Qualified
Servicer”: With respect to the applicable replacement Servicer or Special Servicer and the applicable non-responding
Rating Agency pursuant to Section 3.24 hereof, the applicable replacement has been appointed and currently services
as a master servicer or special servicer, as applicable, on a transaction-level basis on a commercial mortgage-backed securitization
transaction currently rated by Moody’s and for which Moody’s has not cited servicing concerns of the applicable replacement
servicer or special servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal of the
ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial
mortgage loan securitization transaction that was rated by Moody’s and serviced by the applicable servicer prior to the time
of determination.


“Rated Final
Distribution Date”: The Distribution Date occurring in December 2041.


“Rating Agency”:
Moody’s.


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in the form of electronic mail, facsimile,
press release, posting to its internet website or such other means then considered industry standard as determined by the Rating
Agency) by the Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by
the Rating Agency); provided that if a 



    48


     


    

written waiver or other acknowledgment
from the Rating Agency indicating its decision not to review or to decline to review the matter for which the Rating Agency Confirmation
is sought is received (such written notice, a “Rating Agency Declination”), the requirement to receive a Rating
Agency Confirmation from the Rating Agency with respect to such matter will not apply; provided, further that any
Rating Agency Confirmation is subject to the terms set forth in Section 3.24. With respect to any matter affecting
any Companion Loan, so long as such Companion Loan (or any portion thereof) is included in an Other Securitization Trust, any
Rating Agency Confirmation shall also refer to the Companion Loan Rating Agency Confirmation from each related Companion Loan
Rating Agency to the extent provided in Section 3.24. At any time during which no Certificates are rated by a Rating
Agency, no Rating Agency Confirmation shall be required from that Rating Agency.


“Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate of the Certificate
Balances of the Sequential Pay Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the
outstanding principal balance of the Trust Loan after giving effect to (a) any payments of principal received with respect
to the Loan Payment Date occurring immediately prior to such Distribution Date and (b) the aggregate reductions of the principal
balance of the Trust Loan that have been permanently made as a result of a bankruptcy proceeding, modification or otherwise.


“Record Date”:
With respect to any Distribution Date, the close of business on the last day of the calendar month preceding the calendar month
in which such Distribution Date occurs, or if such last day is not a Business Day, the Business Day preceding such last day.


“Regular
Certificates”: The Class A, Class X, Class B, Class C, Class D, Class E and Class HRR Certificates.


“Regular
Principal Distribution Amount”: For each Distribution Date and any Class of Sequential Pay Certificates, (i) all
amounts collected in respect of principal during the related Collection Period with respect to the Trust Loan and (ii) the
principal portion of any Repurchase Price, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds (to the extent not
needed for the repair or restoration of the Property), in each case received during the related Collection Period, in the case
of either (i) or (ii), that would be allocated to such Class of Certificates if distributed to the holders of the Certificates
in sequential order to reduce the outstanding Certificate Balance of each Class of Sequential Pay Certificates to zero pursuant
to this Agreement.


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125,
as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case
as effective from time to time as of the compliance dates specified therein. Each of the parties hereto acknowledge that the Regulation
AB provisions herein shall be construed as if the Certificates were publicly registered and reporting were required at all times.


“Regulation S”:
Regulation S under the Securities Act.



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“Regulation S
Global Certificate”: As defined in Section 5.2(a).


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


	
        Related
        Uncertificated

        Lower-Tier Interests
	
        Related
        Certificates

	Class LA Uncertificated Interest	Class A
	Class LB Uncertificated Interest	Class B
	Class LC Uncertificated Interest	Class C
	Class LD Uncertificated Interest	Class D
	Class LE Uncertificated Interest	Class E
	Class LHRR Uncertificated Interest	Class HRR


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


“REMIC Provisions”:
Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A through 860G
of the Code and any related regulations or announcements promulgated thereunder by the U.S. Department of the Treasury.


“Relevant
Action”: As defined in Section 5.2(a).


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


“Rents from
Real Property”: With respect to the Foreclosed Property, gross income of the character described in Section 856(c)(3)(A)
of the Code.


“REO Management
Fee”: As to the Property when it is a Foreclosed Property, a fee payable out of the Foreclosed Property Account to the
Successor Manager for managing such Property while it is owned by the Trust, which shall be reasonable and customary in the market
in which such Property is located.


“Reportable
Event”: As defined in Section 5.2(a).


“Reporting
Servicer”: The Servicer, the Special Servicer or a Servicing Function Participant engaged by any such party, as the case
may be.


“Repurchase
Communication”: For purposes of Section 2.9(a) only, any communication, whether oral or written, which need
not be in any specific form.


“Repurchase
Mortgage File”: With respect to any repurchase of the Trust Loan, the Mortgage File.



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“Repurchase
Price”: An amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Trust Loan,
(ii) accrued and unpaid interest on each Trust Loan Note at the related Note Rate (in each case, exclusive of a Default Interest)
to and including the last day of the related Loan Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed
Property Protection Advances and Administrative Advances together with interest on such Advances, (iv) an amount equal to
all interest on outstanding Monthly Payment Advances, (v) any unpaid Trust Fund Expenses and (vi) any other expenses
reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trustee arising out of the enforcement of the repurchase obligation. With respect to the Mortgage Loan, the Repurchase
Price shall be the amount calculated in accordance with the first sentence of this definition in respect of the Trust Loan as if
the Trust Loan consisted of the Trust Loan and the Companion Loan. No Liquidation Fee shall be payable by the Sponsor in connection
with a repurchase of the Trust Loan pursuant to the Loan Purchase Agreement due to a Material Breach or a Material Document Defect
pursuant to the Loan Purchase Agreement.


“Repurchase
Request”: As defined in Section 2.9(a).


“Repurchase
Request Withdrawal”: As defined in Section 2.9(a).


“Requesting
Party”: As defined in Section 3.24(a).


“Required
Advance Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Payment
Advance (taking into account any Appraisal Reduction Amount with respect to the Trust Loan as of such Distribution Date) that would
be required to be made on the related Remittance Date by the Servicer pursuant to this Agreement had the Loan Borrower not made
any portion of the Monthly Payment of principal (if any) and interest (or an Assumed Monthly Payment) in respect of the Trust Loan
for the related Loan Payment Date or Assumed Loan Payment Date less (b) the aggregate compensation payable on such Remittance
Date to the Certificate Administrator in respect of the Certificate Administrator Fee (including the portion that constitutes the
Trustee Fee), to the Operating Advisor in respect of the Operating Advisor Fee and to CREFC® in respect of the CREFC®
Intellectual Property Royalty License Fee.


“Required
Third Party Purchaser Retention Amount”: $19,650,000 of the Certificate Balance of the Class HRR Certificates.


“Reserve
Account”: Any reserve account required to be maintained under the Loan Agreement.


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


“Responsible
Officer”: With respect to (i) the Trustee, any officer in the Corporate Trust department of the Trustee having direct
responsibility for the administration of this Agreement and (ii) the Certificate Administrator, any officer assigned to the
Corporate Trust Services group, with direct responsibility for the administration of this Agreement and also, with respect to a
particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator. With respect to
the Depositor, any director, vice president, assistant 



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vice president, assistant secretary, treasurer, assistant treasurer, trust
officer or any other officer of the Depositor, customarily performing functions similar to those performed by any of the above-designated
officers with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, to
whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and, in
the case of any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose name
and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Depositor, as
such list may from time to time be amended.


“Restricted
Holder”: Any Certificateholder, Beneficial Owner of a Certificate or prospective purchaser of a Certificate (whether
legally, beneficially or otherwise) or any other Person that is also a holder of a related mezzanine loan (or any Affiliate or
agent thereof) or an owner in any interest in any related mezzanine loan (whether legally, beneficially or otherwise, including
as a holder of a note evidencing a related mezzanine loan, a holder of a participation interest in a related mezzanine loan or
a Beneficial Owner of any securities collateralized by a related mezzanine loan) (a) as to which an event of default has occurred
under such mezzanine loan giving rise to an automatic acceleration of such mezzanine loan or the right of the lender thereunder
to accelerate such mezzanine loan or (b) as to which foreclosure proceedings against the related collateral have been initiated
(and in respect of which, the Special Servicer has received notice thereof).


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


“Restricted
Period”: As defined in Section 5.2(a).


“Retaining
Sponsor”: The Sponsor.


“Risk Retention
Affiliate” or “Risk Retention Affiliated”: As “affiliate” or “affiliated”
are defined in Section 244.2 of the Credit Risk Retention Rules.


“Rule 144A”:
As defined in Section 5.2(b).


“Rule 144A
Global Certificate”: As defined in Section 5.2(b).


“S&P”:
S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, or any of its successors in interest.
If neither S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall
be given to the Trustee, 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).



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“Sarbanes-Oxley
Certification”: With respect to an Other Securitization Trust, the certification required to be filed together with such
Other Securitization Trust’s Exchange Act report on Form 10-K pursuant to Rule 13a-14 and Rule 15d-14 of the Exchange Act.


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


“Sequential
Pay Certificates”: The Class A, Class B, Class C, Class D, Class E and Class HRR Certificates.


“Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, in its capacity as servicer,
and its successors-in-interest, or if any successor servicer is appointed as herein provided, such successor servicer.


“Servicer
Customary Expense”: As defined in Section 3.17.


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


“Servicer
Termination Event”: As defined in Section 7.1(a).


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


“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 L hereto.


“Servicing
Fee”: With respect to the Mortgage Loan (including any Foreclosed Property), a fee payable monthly to the Servicer pursuant
to Section 3.17 (which includes the Excess Servicing Fee) that will accrue at the Servicing Fee Rate, computed on the
basis of the same principal amount, in the same manner, and for the same Loan Interest Accrual Period respecting which any related
interest payment on each Note is computed. For the avoidance of doubt, the Servicing Fee shall be deemed payable from the Lower-Tier
REMIC.


“Servicing
Fee Rate”: With respect to the Mortgage Loan, a primary servicing fee rate of 0.00125% per annum, plus, in the
case of the Trust Loan, a master servicing fee rate of 0.00125% per annum.


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate
Administrator, the Custodian, the Trustee, the Operating Advisor, the Servicer and the Special Servicer, that is performing activities
that address the Applicable Servicing Criteria as of any date of determination.



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“Servicing
Officer”: Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee
and the Certificate Administrator on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an
Officer’s Certificate, as such list may from time to time be amended.


“Servicing
Party”: As defined in Section 7.2(b).


“Servicing-Released
Bid”: As defined in Section 7.2(b).


“Servicing-Retained
Bid”: As defined in Section 7.2(b).


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the distribution date under the Other Pooling and Servicing Agreement
occurring on or immediately following the 45th day after the end of such calendar quarter.


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end
of such calendar year.


“Special
Notice”: As defined in Section 5.6.


“Special
Servicer”: Cohen Financial, a Division of Truist Bank, successor by merger to SunTrust Bank, in its capacity as special
servicer, and its successors in interest, or if any successor special servicer is appointed as herein provided, such successor
special servicer.


“Special
Servicer Customary Expense”: As defined in Section 3.17.


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


“Special
Servicer Termination Event”: As defined in Section 7.1(a).


“Special
Servicing Fee”: With respect to the Specially Serviced Loan, a fee payable monthly to the Special Servicer equal to an
amount computed on the basis of the same principal amount and for the same period respecting which any related interest payment
on each Note is computed, at a rate of 0.25000% per annum until the Special Servicing Loan Event with respect to such Specially
Serviced Loan no longer exists. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to
the Special Servicer under this Agreement. For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the
Lower-Tier REMIC.


“Special
Servicing Loan Event”: With respect to the Mortgage Loan, (i) the Loan Borrower has not made two (2) consecutive
Monthly Payments (and has not cured at least one such delinquency by the next Loan Payment Date under the Loan Documents) in respect
of the Mortgage Loan; (ii) the Servicer and/or the Trustee or any servicer and/or trustee under any Other Pooling and Servicing
Agreement has made three (3) consecutive Monthly Payment Advances 



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with respect to the Trust Loan or three (3) consecutive Companion
Loan Advances with respect to the Companion Loan (regardless of whether such Monthly Payment Advances have been reimbursed); (iii) the
Loan Borrower fails to make the Balloon Payment when due, and the Loan Borrower has not delivered to the Servicer, on or before
the Loan Payment Date of such Balloon Payment, a fully executed term sheet, written refinancing commitment from an acceptable lender
or signed purchase and sale agreement from an acceptable purchaser that is reasonably satisfactory in form and substance to the
Servicer that provides that such refinancing or sale will occur within one hundred twenty (120) days after the date on which such
Balloon Payment will become due (provided that a Special Servicing Loan Event will occur if either (x) such refinancing
does not occur before the expiration of the time period for refinancing specified in such binding commitment or (y) the Servicer
is required to make a Monthly Payment Advance at any time prior to such refinancing); (iv) the Servicer has received notice
that the Loan Borrower has become the subject as debtor of any bankruptcy, insolvency or similar proceeding, admitted in writing
the inability to pay its debts as they come due or made an assignment for the benefit of creditors; (v) the Servicer has received
notice of a foreclosure or threatened foreclosure of a lien on any of the Property securing the Mortgage Loan; (vi) the Loan Borrower
has expressed in writing to the Servicer an inability to pay the amounts owed under the Mortgage Loan in a timely manner, (vii) in
the judgment of the Servicer or the Special Servicer (consistent with Accepted Servicing Practices), a default in the payment of
principal or interest under the Mortgage Loan is reasonably foreseeable unless (a) such reasonably foreseeable default is
solely related to a reasonably foreseeable default in the payment of the Balloon Payment on the Stated Maturity Date, (b) the
Loan Borrower request the extension of the Stated Maturity Date, (c) the Servicer (with the consent of the Special Servicer),
grants an extension of the Stated Maturity Date pursuant to Section 3.4 hereof and (d) such extension occurs prior
to the Stated Maturity Date; or (viii) a default under the Mortgage Loan of which the Servicer has notice (other than a failure
by the Loan Borrower to pay principal or interest) and that materially and adversely affects the interests of the Certificateholders
has occurred and remains unremedied for the applicable grace period specified in the Loan Documents (or, if no grace period is
specified, sixty (60) days); provided that a Special Servicing Loan Event will cease (a) with respect to the circumstances
described in any of clauses (i), (ii) and (iii) above, when the Loan Borrower have brought the Mortgage
Loan current (including pursuant to the workout of the Mortgage Loan) and with respect to clauses (i) and (ii) above, after
the occurrence of such event when the Loan Borrower make three (3) consecutive full and timely Monthly Payments on the Mortgage
Loan, or (b) with respect to the circumstances described in clauses (iv), (v), (vi), (vii)
and (viii) above, when such circumstances cease to exist in the judgment of the Special Servicer (consistent with Accepted
Servicing Practices); provided, in any case, that at that time no other circumstance exists (as described above) that would
constitute a Special Servicing Loan Event.


“Specially
Serviced Loan”: The Mortgage Loan after the occurrence and during the continuance of a Special Servicing Loan Event.


“Sponsor”:
As defined in the Introductory Statement.


“Startup
Day”: As defined in Section 12.1(c).



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“Stated Maturity
Date”: The Loan Payment Date in December 2029, or such earlier date as may result from acceleration of the Mortgage Loan
in accordance with the terms of the Loan 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 industry) of the Mortgage Loan but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to the Mortgage Loan under the direction or authority of the
Servicer (or a Sub-Servicer of the Servicer), the Special Servicer (or a Sub-Servicer of the Special Servicer) or an Additional
Servicer (or a Sub-Servicer of an Additional Servicer).


“Sub-Servicer”:
Any Person that (i) Services the Mortgage Loan on behalf of the Servicer, Special Servicer or any Sub-Servicer and (ii) is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing
functions required to be performed by the Servicer, Special Servicer, Servicing Function Participant or an Additional Servicer,
under this Agreement, with respect to the Mortgage Loan, that are identified in Item 1122(d) of Regulation AB.


“Successful
Bidder”: As defined in Section 7.2(b).


“Successor
Manager”: Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trustee, to serve
as manager of a Foreclosed Property, which designation, as evidenced by a Rating Agency Confirmation from the Rating Agency, will
not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates by the Rating Agency.


“Temporary
Regulation S Global Certificate”: As defined in Section 5.2(a).


“Terminated
Party”: As defined in Section 7.1(e).


“Terminating
Party”: As defined in Section 7.1(e).


“Third Party
Purchaser”: Core Credit Partners A LLC, a Delaware limited liability company, or any Person that purchases the Certificates
comprising the Required Third Party Purchaser Retention Amount in accordance with this Agreement and applicable laws and regulations.


“Third Party
Purchaser Custodial Account”: An account maintained by the Certificate Administrator, which account shall be established
at the direction of the Depositor on behalf of the Retaining Sponsor for the benefit of the Holders of the Class HRR Certificates.


“Transfer
Restriction Period”: The period from the Closing Date to the earliest of (i) the date that is the latest of: (A) the
date on which the total unpaid principal balance of the Mortgage Loan has been reduced to 33% of the total unpaid principal balance
of the Mortgage Loan as of the Cut-off Date; (B) the date on which the total outstanding Certificate Balance of the Certificates
has been reduced to 33% of the total outstanding Certificate Balance of the Certificates as of the Closing Date; or (C) two years
after the Closing Date, (ii) the date on which the Mortgage 



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Loan has been defeased in accordance with the risk retention requirements
set forth in §244.7(b)(8)(i) of the Credit Risk Retention Rules, or (iii) the date on which the Credit Risk Retention Rules
have been (x) officially abolished or (y) subject to consent of the Retaining Sponsor (such consent may only be withheld to the
extent the Retaining Sponsor (i) reasonably determines that the Rule applies to the Securitization or the Required Third Party
Purchaser Retention Amount, (ii) provides to the Third Party Purchaser the Retaining Sponsor’s basis for the withheld consent,
and (iii) gives the Third Party Purchaser a reasonable opportunity to address the Retaining Sponsor’s concerns), officially
determined by the relevant regulatory agencies to be no longer applicable to the transaction or the Class HRR Certificates; provided
that the termination of the Transfer Restriction Period shall not be effective without the written consent of the Retaining Sponsor.


“Transferee
Affidavit”: As defined in Section 5.3(o)(ii).


“Transferor
Letter”: As defined in Section 5.3(o)(ii).


“Treasury”:
The United States Department of the Treasury.


“Treasury
Constant Yield”: “Yield Maintenance Treasury Rate” as defined in the Loan Agreement.


“Trust”:
The trust formed pursuant to this Agreement.


“Trust Fund”:
The corpus of the Trust created by this Agreement, consisting of (i) the Trust Loan, including the Trust Loan Notes together
with the Mortgage File relating thereto; (ii) all scheduled and unscheduled payments on or collections in respect of the
Trust Loan (including all interest that accrues on the Trust Loan on or after the Cut-off Date and all scheduled principal received
on or with respect to the Trust Loan on the Cut-off Date); (iii) the Foreclosed Property (but only to the extent of the Trust’s
interest in such Foreclosed Property) and Foreclosed Property Account; (iv) all revenues received in respect of the Foreclosed
Property (but only to the extent of the Trust’s interest in such Foreclosed Property); (v) the Servicer’s, Special
Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect
to the Property required to be maintained pursuant to this Agreement and any proceeds thereof (but only to the extent of the Trust’s
interest therein); (vi) any Collateral Security Documents; (vii) any indemnities or guaranties given as additional security
for the Notes (including the Environmental Indemnity relating to the Property); (viii) all funds deposited in the Collection
Account, the Interest Reserve Account and the Distribution Account, including reinvestment income thereon (except as otherwise
provided herein); (ix) the rights and remedies of the Depositor under the Loan Purchase Agreement; (x) the security
interest in the Reserve Accounts granted pursuant to Section 2.1 (but only to the extent of the Trust’s interest
therein); (xi) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC;
(xii) the Uncertificated Lower-Tier Interests; and (xiii) the proceeds of any of the foregoing.


“Trust Fund
Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust Fund (including, without
limitation, all interest on Advances and all Loan Borrower Reimbursable Trust Fund Expenses, to the extent not reimbursed by the
Loan Borrower) and all other amounts (such as indemnification payments to any party to this 



    57


     


    

Agreement) permitted to be retained,
reimbursed, withdrawn and/or remitted by or to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as applicable, from the Collection Account or the Distribution Account pursuant to this Agreement.


“Trust Loan”:
As defined in the Introductory Statement.


“Trust Loan
Notes”: As defined in the Introductory Statement.


“Trust REMIC”:
The Upper-Tier REMIC or the Lower-Tier REMIC, individually or collectively, as the context may require.


“Trustee”:
Wells Fargo Bank, National Association, in its capacity as trustee, and its successors in interest, or any successor trustee appointed
as herein provided. Wells Fargo Bank, National Association shall perform the Trustee role through its Corporate Trust Services
division.


“Trustee
Fee”: The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee
pursuant to Section 8.5.


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


“Uncertificated
Lower-Tier Interests”: Any of the Class LA, Class LB, Class LC, Class LD, Class LE and Class LHRR Uncertificated Interests.


“Uninsured
Cause”: Any cause of damage to property of the Loan Borrower subject to the Mortgage such that the complete restoration
of such property is not fully reimbursable (but without regard to any applicable deductible provisions) by any insurance policy
required to be maintained with respect thereto pursuant to the terms of the Loan Documents or this Agreement.


“Unscheduled
Payments”: With respect to any Distribution Date, all payments and collections received by the Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, with respect to the Mortgage Loan or upon foreclosure or
liquidation of the Property (net of related foreclosure expenses and Liquidation Expenses) during the related Collection Period
including, but not limited to, prepayments due to acceleration of the Mortgage Loan, Net Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds, Net Foreclosure Proceeds, voluntary prepayments and other payments and collections on the Mortgage Loan
not scheduled to be received, other than Monthly Payments or the Balloon Payment.


“Upper-Tier
Distribution Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust and the Upper-Tier
REMIC.


“Upper-Tier
REMIC”: One of the two separate Trust REMICs comprising the Trust, the assets of which consist of the Uncertificated
Lower-Tier Interests and such amounts as shall from time to time be held in the Upper-Tier Distribution Account.


“U.S. Person”:
A Person that is a citizen or resident of the United States, a corporation or partnership (except as provided in applicable Treasury
regulations) created or 



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organized in or under the laws of the United States, any State or the District of Columbia, including any
entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision
over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided as applicable Treasury regulations, certain trusts in existence on August 20, 1996
that have elected to be treated as a U.S. Person).


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any
time that any Certificates are outstanding, the Voting Rights shall be allocated to each Class of Certificateholders as follows:
(1) 2% to the Class X Certificates (for so long as the Notional Amount of such Class has not been reduced to zero) and (2) in the
case of any other Class of Certificates, a percentage equal to the product of (x) 98% and (y) a percentage equal to the aggregate
Certificate Balance (and in connection with certain votes under this Agreement, taking into account any notional reduction in the
Certificate Balance for Appraisal Reduction Amounts allocated to the Sequential Pay Certificates) of the Class, in each case, determined
as of the prior Distribution Date, divided by the aggregate Certificate Balance (and in connection with certain votes under this
Agreement, taking into account any notional reduction in the Certificate Balance, for Appraisal Reduction Amounts allocated to
the Sequential Pay Certificates) of all Classes of Certificates, each determined as of the prior Distribution Date. The Class R
Certificates shall not be entitled to any Voting Rights.


“Weighted
Average Note Rate”: With respect to any Distribution Date and the Mortgage Loan, the weighted average of the Note Rates
(weighted based on the outstanding principal balance of the related Note as of such date).


“Withheld
Amounts”: As defined in Section 3.4(d).


“Work-out
Fee”: A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.50% of each payment of principal
and interest (other than Default Interest) made on the Mortgage Loan following resolution of a Special Servicing Loan Event by
a written agreement with the Loan Borrower negotiated by the Special Servicer for so long as another Special Servicing Loan Event
does not occur. For the avoidance of doubt, the intent of Section 17.6 of the Loan Agreement requires the Loan Borrower to
be responsible for the payment of Work-out Fees and the Special Servicer will be entitled to, and may collect, any Work-out Fees
payable to it from the Loan Borrower pursuant to such Section 17.6 of the Loan Agreement as would be calculated hereunder.
Notwithstanding the foregoing, the Work-out Fee with respect to the Specially Serviced Loan shall be reduced by any Modification
Fees paid by or on behalf of the Loan Borrower and received by the Special Servicer as compensation, but only to the extent those
fees have not previously been deducted from a Work-out Fee or Liquidation Fee.


Section 1.2.         
Interpretation. (a)  Whenever this Agreement refers to a Distribution Date and a “related”
Collection Period, Loan Interest Accrual Period or Loan Payment Date, such reference shall be to the Collection Period, Loan Interest
Accrual Period or Loan Payment Date, as applicable, immediately preceding such Distribution Date.



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(b)              
Whenever this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference
shall be to the Pass-Through Rate for the applicable Class for the related Certificate Interest Accrual Period.


(c)              
The words “hereof”, “herein”, and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and
Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise
specified.


(d)              
Interest on the Certificates shall be computed (including interest at any Pass-Through Rate) on the basis of a 360 day year
consisting of twelve 30-day months.


Section 1.3.         
Certain Calculations in Respect of the Trust Loan or the Mortgage Loan. (a)  All amounts collected by or
on behalf of the Trust in respect of the Mortgage Loan or the Trust Loan, as applicable, in the form of payments from the Loan
Borrower, Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds shall be applied to amounts due and owing under the
Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan
Documents and the Co-Lender Agreement; provided, however, in the absence of such express provisions in the Loan Documents
or if and to the extent that such terms authorize the Loan Lender to use its discretion and in any event for purposes of calculating
distributions hereunder after a Loan Event of Default, all such amounts collected will be applied in the following order of priority:
first, as a recovery of any related and unreimbursed Advances plus interest accrued thereon and, without duplication, unreimbursed
Loan Borrower Reimbursable Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable
Advances to the extent previously reimbursed from principal collections with respect to the Mortgage Loan or the Trust Loan, as
applicable (which amount in respect of the Trust Loan is required to be treated as a collection on the Trust Loan in respect of
principal in calculating the Regular Principal Distribution Amount); third, as a recovery of accrued and unpaid interest
on each Trust Loan Note that has not been the subject of a Monthly Payment Advance, to the extent of the excess of (i) accrued
and unpaid interest on such outstanding Note at the applicable Note Rate (without giving effect to any increase in the Note Rate
required under the Loan Agreement as a result of a Loan Event of Default) through and including the end of the related Loan Interest
Accrual Period in which such collections were received by or on behalf of the Trust (or, in the case of a full Monthly Payment
from the Loan Borrower, through the related Distribution Date), over (ii) (x) the cumulative amount of the reductions (if
any) in the amount of the interest portion of the related Monthly Payment Advances for such Trust Loan Note that have occurred
in connection with Appraisal Reduction Amounts and (y) with respect to any accrued and unpaid interest that was not advanced due
to a determination that the related Monthly Payment Advance would be a Nonrecoverable Advance, the amount of interest that (absent
such determination of nonrecoverability preventing such Monthly Payment Advance from being made) would not have been advanced because
of the reductions in the amount of the interest portion of the related Monthly Payment Advances that would have occurred in connection
with the application of the related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery
of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to
be applied pursuant to the Co-Lender Agreement); fourth, as a recovery of principal of the Mortgage Loan then due and owing,
including by reason of acceleration of the Mortgage Loan following a Loan Event of Default (or, if the Mortgage Loan 



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has been liquidated,
as a recovery of principal to the extent of its entire remaining unpaid principal balance) (such principal to be applied pursuant
to the Co-Lender Agreement); fifth, as a recovery of accrued and unpaid interest on each Trust Loan Note to the extent of
the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances
for such Note that have occurred in connection with Appraisal Reduction Amounts or would have occurred in connection with the application
of related Appraisal Reduction Amounts but for such Monthly Payment Advances not having been made as a result of a determination
by the Servicer that such Monthly Payment Advance would have been a Nonrecoverable Advance (to the extent that collections have
not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates); sixth,
as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items; seventh, as a recovery of any other reserves to the extent then required to be
held in escrow; eighth, as a recovery of any Prepayment Charge then due and owing under the Loan Documents (any such Prepayment
Charge to be applied pursuant to the Co-Lender Agreement); ninth, as a recovery of any Default Interest or late charges
then due and owing under the Loan Documents (such Default Interest and late charges to be applied pursuant to the Co-Lender Agreement);
tenth, as a recovery of any assumption fees, assumption application fees, consent fees, defeasance fees (if applicable),
release fees, substitution fees (if applicable), Modification Fees and similar fees then due and owing under the Loan Documents;
and eleventh, as a recovery of any other amounts then due and owing under the Loan Documents, provided that, to the
extent required under the REMIC Provisions, payments or proceeds received with respect to the release of any Property or portion
of any Property (including following a condemnation) from the lien of the Mortgage and Loan Documents must be allocated to reduce
the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions if, immediately following such release,
the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and
going concern value).


(b)              
Collections by or on behalf of the Trust in respect of the Foreclosed Property (exclusive of amounts to be applied to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) shall be applied in
the following order of priority: first, as a recovery of any related and unreimbursed Advances plus interest accrued on
such advances with respect to the Mortgage Loan or the Trust Loan, as applicable, and, without duplication, unreimbursed Loan Borrower
Reimbursable Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances
to the extent previously reimbursed from principal collections with respect to the Mortgage Loan or the Trust Loan, as applicable
(which amount in respect of the Trust Loan is required to be treated as a collection on the Trust Loan in respect of principal
in calculating the Regular Principal Distribution Amount); third, as a recovery of accrued and unpaid interest on each Trust
Loan Note that has not been the subject of a Monthly Payment Advance, to the extent of the excess of (i) accrued and unpaid
interest on such outstanding Note at the applicable Note Rate (without giving effect to any increase in the Note Rate required
under the Loan Agreement as a result of a Loan Event of Default) through and including the end of the Loan Interest Accrual Period
in which such collections were received by or on behalf of the Trust (or, in the case of a full Monthly Payment from the Loan Borrower,
through the related Distribution Date), over (ii) (x) the cumulative amount of the reductions (if any) in the amount of the
interest portion of the related Monthly Payment Advances for such Trust Loan Note that have occurred in connection with Appraisal
Reduction Amounts and (y) with respect to any accrued and unpaid interest that was not advanced 



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due to a determination that the
related Monthly Payment Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability
preventing such Monthly Payment Advance from being made) would not have been advanced because of the reductions in the amount of
the interest portion of the related Monthly Payment Advances that would have occurred in connection with the application of the
related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest
pursuant to clause fifth in Section 1.3(a) or clause fifth below on earlier dates) (such accrued
and unpaid interest to be applied pursuant to the Co-Lender Agreement); fourth, as a recovery of principal of the Mortgage
Loan, to the extent of its entire unpaid principal balance (such principal to be applied pursuant to the Co-Lender Agreement);
fifth, as a recovery of accrued and unpaid interest on each Trust Loan Note to the extent of the cumulative amount of the
reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for such Note that have occurred
in connection with Appraisal Reduction Amounts or would have occurred in connection with the application of related Appraisal Reduction
Amounts but for such Monthly Payment Advances not having been made as a result of a determination by the Servicer that such Monthly
Payment Advance would have been a Nonrecoverable Advance (to the extent that collections have not been applied as a recovery of
accrued and unpaid interest pursuant to clause fifth above or this clause fifth on earlier dates) (such
accrued and unpaid interest to be applied pursuant to the Co-Lender Agreement); sixth, as a recovery of any Prepayment Charge
then due and owing under the Loan Documents (such Prepayment Charge to be applied pursuant to the Co-Lender Agreement); seventh,
as a recovery of any Default Interest or late charges then deemed to be due and owing under the Loan Documents; eighth,
as a recovery of any assumption fees, assumption application fees, consent fees, defeasance fees (if applicable), release fees,
substitution fees, Modification Fees and similar fees then due and owing under the Loan Documents; and ninth, as a recovery
of any other amounts deemed to be due and owing in respect of the Loan Documents.


(c)              
Notwithstanding anything to the contrary in the Co-Lender Agreement, but without changing any allocations under the Co-Lender
Agreement between the Trust Loan and the Companion Loan, upon liquidation of the Trust Loan, a Note related to the Trust Loan or
a Foreclosed Property, all Net Liquidation Proceeds received with respect to the Trust Loan or Note will be applied so that amounts
allocated as a recovery of accrued and unpaid interest on the Trust Loan or such Note, as applicable, will not, for purposes of
making distributions on the Certificates, include accrued and unpaid interest on the Trust Loan that has not been advanced by the
Servicer as a result of Appraisal Reductions Amounts with respect to the Trust Loan or such Note, as applicable (“Appraised
Out Interest”). After the adjusted interest amount is so allocated, any remaining Net Liquidation Proceeds received with
respect to the Trust Loan or such Note, as applicable, will be allocated to pay principal on the Trust Loan or such Note, as applicable,
until the unpaid principal amount thereof has been reduced to zero. Any remaining Net Liquidation Proceeds received with respect
to the Trust Loan or such Note, as applicable, would then be allocated to pay Appraised Out Interest.


(d)              
All net present value calculations and determinations made under this Agreement with respect to the Mortgage Loan, the Trust
Loan, the Companion Loan or the Property or the Foreclosed Property (including for purposes of the definition of “Accepted
Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely
(i) for principal and interest payments on the Mortgage Loan, the Trust 



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Loan or such Companion Loan or sale of the Mortgage
Loan or any portion thereof if it is a Defaulted Mortgage Loan, the highest of (1) the rate determined by the Servicer or Special
Servicer, as applicable, that approximates the market rate that would be obtainable by the Loan Borrower on similar debt of the
Loan Borrower as of such date of determination, (2) the Weighted Average Note Rate on the Mortgage Loan, Trust Loan or such
Companion Loan, as the case may be based on their respective outstanding principal balances and (3) the yield on the most recently
issued 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate”
set forth in the most recent Appraisal (or update of such Appraisal). Notwithstanding the foregoing, no provisions hereunder shall
be construed to impose liability on the Servicer, the Special Servicer or the Operating Advisor solely for the reason that any
recovery to the Certificateholders in respect of the Trust Loan at any time after a determination of net present value is less
than the amount reflected in such determination.


Article 2



DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


Section 2.1.         
Creation and Declaration of Trust; Conveyance of the Trust Loan. (a)  The Depositor, concurrently with
the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be
conveyed in trust to the Trustee for the benefit of Certificateholders, without recourse (except to the extent otherwise provided
herein and in the Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now
existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”,
including without limitation (i) all rights and remedies of the Depositor under the Loan Purchase Agreement, (ii) all
right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the
Depositor in and to the Trust Loan as of the Closing Date and (iv) all other assets included or to be included in the Lower-Tier
REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security
interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights
to payments made or required to be made to the Depositor by the Loan Borrower or any other party under the Loan Documents relating
to the Trust Loan. Such sale, transfer and assignment further include all Loan Documents relating to the Trust Loan.


(b)              
In connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian
(with copies to the Servicer) (i) the original Trust Loan Notes (or if a Trust Loan Note has been lost, a lost note affidavit),
endorsed without recourse to the order of the Trustee in the following form: “Pay to the order of Wells Fargo Bank, National
Association, solely in its capacity as Trustee for the benefit of the Holders of CSMC 2019-UVIL, Commercial Mortgage Pass Through
Certificates, Series 2019-UVIL, without recourse or warranty except as set forth in the Trust and Servicing Agreement dated
as of December 6, 2019, among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, successor by merger to SunTrust Bank,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association,
as Custodian, Wells Fargo Bank, National Association, as Trustee, and Park Bridge Lender Services 



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LLC, as Operating Advisor”,
which Trust Loan Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s) to the
Trustee and (ii) on or before the date occurring fifteen (15) days after the Closing Date (the “Delivery Date”),
the following documents or instruments with respect to the Mortgage Loan (collectively with the original Notes required under clause (i)
above, the “Mortgage File”), in each case executed by the parties thereto:


(A)            
the original Loan Agreement, including all amendments thereto;


(B)             
the original recorded counterpart of the Mortgage or certified copies of the recorded counterparts of the Mortgage;


(C)             
the original recorded Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording
in the applicable jurisdiction in which the Property is located to Wells Fargo Bank, National Association, solely in its capacity
as Trustee for the benefit of the Holders of the CSMC 2019-UVIL, Commercial Mortgage Pass Through Certificates, Series 2019-UVIL”,
without recourse;


(D)            
an original of the Environmental Indemnity;


(E)             
an original or a copy of the Lockbox Agreement;


(F)             
an original of the Cash Management Agreement;


(G)            
where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together
with a fully executed UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment
from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property
and other UCC collateral constituting security for repayment of the Mortgage Loan;


(H)            
the Loan Lender’s title insurance policy obtained in connection with the origination of the Mortgage Loan (or marked,
signed commitments to insure or pro forma title insurance policy), together with any endorsements thereto (which may be
in the form of an electronically issued policy);


(I)               
a copy of the Co-Lender Agreement;


(J)               
any other material written agreements related to the Mortgage Loan or any other documents and/or certifications executed
and/or delivered by the Loan Lender, the Loan Borrower, the Borrower Sponsor or any other person or entity in connection with the
closing of the Mortgage Loan or with respect to the Mortgage Loan or any amendment thereof and any legal opinions delivered in
connection with the closing of the Mortgage Loan;


(K)            
a copy of the management agreement related to the Property;



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(L)             
all other instruments, if any, constituting additional security for the repayment of the Mortgage Loan;


(M)           
a copy of any consent and subordination of management agreement; and


(N)            
any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.


If the Depositor cannot
deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B), (C)
and (G) of this Section 2.1(b) 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
for filing or recordation, the delivery requirements of Section 2.1 shall be deemed to have been satisfied on a provisional
basis as of the Delivery 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 Sponsor
to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Custodian on or before
the Delivery Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the
appropriate county recorder’s office, in the case of the documents and/or instruments referred to in clause (ii)(B),
(C) and (G) of this Section 2.1(b) 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 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, so long as the Depositor is, as certified in writing to the Custodian no less often
than every ninety (90) days, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office such original or photocopy).


The Depositor shall
cause the Sponsor to provide the Servicer a copy of the Mortgage File on or prior to the Closing Date and promptly following the
Closing Date, at its own expense, with copies of all such other documents in its possession constituting part of the Mortgage File.


In addition, the Depositor
shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by
the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto
(which may consist of such policies or certificates).


The Assignment of
the Mortgage, assignment of a Collateral Security Document (to the extent such documents are required to be recorded or filed)
and UCC-3 financing statements to be filed in the appropriate public recording office for real property records or UCC financing
statements shall be filed or recorded, as applicable, by the Sponsor or their designees, with instructions to return all such recorded
documents, or other evidences of filing issued by the applicable governmental offices, to the Custodian at the office located at
1055 10th Avenue Southeast, Minneapolis, Minnesota 55414, Attention: Document Custody Group CSMC 2019-



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UVIL, with a copy
to the Servicer. In the event that any such document is determined to be defective or not to be in compliance with the requirements
of the applicable filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect
therein, the Sponsor or its designee shall, upon receipt of the Custodian’s exception report, prepare a substitute document.
The Sponsor or its designee shall file or record (or cause to be filed or recorded) such substitute document upon its receipt thereof
in the appropriate filing offices or record depositories. Notwithstanding anything to the contrary contained in this Section 2.1(b),
in those instances where the public recording office retains the original Mortgages, Assignment of Mortgages or assignment of a
Collateral Security Document, if applicable, after any has been recorded, the obligations of the Depositor hereunder and the obligations
of the Sponsor under the Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of a copy
of such Mortgage, Assignment of Mortgage or assignment of a Collateral Security Document, if applicable, certified by the public
recording office to be a true and complete copy of the recorded original thereof.


The ownership of the
Trust Loan Notes, the Mortgage, the Collateral Security Documents and all other contents of the Mortgage File shall be vested in
the Trust or the Trustee in trust for the benefit of the Certificateholders and, other than the Trust Loan Notes, the Companion
Loan Holders. The Depositor, the Certificate Administrator, the Servicer and the Special Servicer agree to take no action inconsistent
with the Trustee’s ownership of the Trust Loan and to promptly indicate to all inquiring parties that the Trust Loan has
been sold and to claim no ownership interest in the Trust Loan. All original documents relating to the Mortgage Loan that are not
delivered to the Custodian are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be, in
trust for the benefit of the Certificateholders and the Companion Loan Holders. In the event that any such original document is
required pursuant to the terms of this Section 2.1(b) to be a part of a Mortgage File, such document shall be delivered
promptly to the Custodian.


The conveyance of
the Trust Loan and the related rights and property accomplished hereby is absolute and is intended by the Depositor to constitute
an absolute sale and transfer of the Trust Loan and such other related rights and property by the Depositor to the Trustee in trust
for the benefit of the Certificateholders, in exchange for the Certificates being sold by the Depositor. Furthermore, it is not
intended that such conveyance be a pledge of security for the Trust Loan. If such conveyance is determined to be a pledge of security
for the Trust Loan, however, the Depositor and the Trustee intend that the rights and obligations of the parties to the Trust Loan
shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intend and agree that, in such
event, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed
to have granted to the Trustee (in such capacity) a first priority security interest in all of the Depositor’s right, title
and interest in and to the assets constituting the Trust Fund, including the Trust Loan subject hereto from time to time, all amounts
received on or with respect to the Trust Loan after the Closing Date, all amounts held from time to time in the Collection Account,
the Distribution Account, and, if established, the Foreclosed Property Account, and all of the Depositor’s right, title and
interest under the Loan Purchase Agreement, (iii) the possession by the Custodian or its agent of the Notes with respect to
the Trust Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents
or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated
by such 



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secured party for the purpose of perfecting such security interest under applicable law, and (iv) notifications to,
and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Trustee for
the purpose of perfecting such security interest under applicable law.


Section 2.2.         
Acceptance by the Trustee and the Custodian. (a)  By its execution and delivery of this Agreement, the
Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Custodian declares
that it holds and will hold or will cause to be held such documents as are delivered to it constituting the Mortgage File (to the
extent the documents constituting the Mortgage File are actually delivered to it) in trust, upon the conditions herein set forth,
for the use and benefit of all present and future Certificateholders and the Companion Loan Holders.


(b)              
The execution and delivery of this Agreement by the Custodian shall constitute certification by the Custodian that (i) the
original Trust Loan Notes specified in clause (b)(i) of the definition of “Mortgage File” and all
allonges thereto, if any, have been received by the Custodian; and (ii) such original Notes have been reviewed by the Custodian
and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if
initialed by the applicable Loan Borrower), (B) appear to have been executed and (C) purport to relate to the Trust Loan.
The Custodian agrees to review or cause to be reviewed the Mortgage File within 30 days after the Closing Date, and to deliver
to the Depositor, the Sponsor, the Trustee, the Servicer and the Special Servicer a report (substantially in the form of Exhibit
CC) certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b)
have been received, and (B) all documents have been executed, appear on their face to be what they purport to be, purport
to be recorded or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate
to the Trust Loan. The Custodian shall have no responsibility for reviewing the Mortgage File except as expressly set forth in
this Section 2.2(b). The Custodian shall be under no duty or obligation to inspect, review, or examine any such documents,
instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized,
or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except
to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded
in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been
filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the
title insurance policies relate to the Property.


(c)              
Upon the first anniversary of the Closing Date, the Custodian shall (i) deliver to the Depositor, the Trustee, the
Sponsor, the Loan Borrower, the Servicer and the Special Servicer a final exception report as to any remaining documents that are
not in the Mortgage File and (ii) request that the Sponsor cause such document deficiency to be cured.



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Section 2.3.         
Representations and Warranties of the Trustee. (a)  The Trustee hereby represents and warrants to the other
parties hereto that as of the Closing Date:


(i)               
the Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws
of the United States of America; the Trustee possesses and shall continue to possess all requisite authority, power, licenses,
permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


(ii)             
the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement
will not violate the Trustee’s articles of association or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument
to which the Trustee is a party or which may be applicable to the Trustee or any of its assets, which default or breach of such
material contract, agreement or other instrument would have a material adverse effect on the Trustee’s performance of its
obligations hereunder;


(iii)             
except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee
or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


(iv)            
this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or
affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law);


(v)              
the Trustee, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by the Trustee
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Trustee or that would materially affect the performance of its duties hereunder or thereunder;


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



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(vii)           
to the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit
its entering into or materially and adversely affect its ability to perform its obligations under this Agreement;


(viii)          
the Trustee is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies
with the requirements of Section 8.6(b); and


(ix)            
to its actual knowledge, the Trustee is not Risk Retention Affiliated with the Third Party Purchaser.


(b)              
The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until
the termination of this Agreement, and shall inure to the benefit of the other parties hereto.


Section 2.4.         
Representations and Warranties of the Servicer. (a)  Midland Loan Services, a Division of PNC Bank, National
Association, as the Servicer, hereby represents and warrants to the other parties hereto that as of the Closing Date:


(i)               
it is a division of a national banking association duly organized, validly existing, and in good standing under the laws
of the United States of America; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to
transact business in the jurisdiction where any Property is located to the extent required by applicable law and necessary to ensure
the enforceability of the Trust Loan and the Companion Loan in accordance with the terms thereof and hereof; it possesses and shall
continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to
execute, deliver, and comply with its obligations under this Agreement;


(ii)              
the execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder;


(iii)             
this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms,
subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application
of the rules of equity, including those respecting the availability of specific performance;


(iv)           
it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;



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(v)              
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by it have been obtained or made;


(vi)            
there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which,
in its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely
affect its ability to perform its obligations under this Agreement; and


(vii)           
it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the
requirements of Section 3.11(d); and


(viii)           
to the actual knowledge of the Servicer, the Servicer is not Risk Retention Affiliated with the Third Party Purchaser.


(b)              
The representations and warranties of the Servicer set forth in this Section 2.4 shall survive until termination
of this Agreement, and shall inure to the benefit of the parties hereto.


Section 2.5.         
Representations and Warranties of the Special Servicer. (a)  Cohen Financial, a Division of Truist Bank, successor by merger to SunTrust Bank, as the Special Servicer, hereby
represents and warrants to the other parties hereto that as of the Closing Date:


(i)               
it is a division of a banking corporation, duly organized, validly existing, and in good standing under the laws of State
of North Carolina; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business
in the jurisdiction where any Property is located to the extent required by applicable law and necessary to ensure the enforceability
of the Trust Loan and the Companion Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess
all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and
comply with its obligations under this Agreement;


(ii)              
the execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder;


(iii)             
this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms,
subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application
of the rules of equity, including those respecting the availability of specific performance;



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(iv)            
it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;


(v)              
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by it have been obtained or made;


(vi)            
there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which,
in its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely
affect its ability to perform its obligations under this Agreement; and


(vii)            
it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the
requirements of Section 3.11(d).


(b)              
The representations and warranties of the Special Servicer set forth in this Section 2.5 shall survive until
termination of this Agreement, and shall inure to the benefit of the parties hereto.


Section 2.6.         
Representations and Warranties of the Depositor. (a)  The Depositor hereby represents and warrants to the
other parties hereto that as of the Closing Date:


(i)               
the Depositor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware,
with full power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its
obligations under this Agreement, and to create the trust pursuant hereto;


(ii)              
the execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate
action on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of
the transactions herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of,
or constitute a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on
the Depositor, (B) the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement
or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over it;


(iii)            
the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated
hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained,
given, effected or taken prior to the date hereof;


(iv)             
this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery
by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with




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its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law);


(v)             
there are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely
to be asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body
(A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which
in the judgment of the Depositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor,
materially and adversely affect its ability to perform its obligations under this Agreement;


(vi)             
the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor
to perform its obligations hereunder;


(vii)            
other than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title
to the Trust Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;


(viii)          
the Depositor is accounting for the transfer of the Trust Loan as a sale under generally accepted accounting principles
and, for federal income tax purposes;


(ix)             
the Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent;
and


(x)               
the Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors.


(b)              
The representations and warranties of the Depositor set forth in Section 2.5 shall survive until termination
of this Agreement, and shall inure to the benefit of the Certificateholders, the Certificate Administrator, the Trustee, the Servicer
and the Special Servicer.


(c)              
Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to
Section 2.6(a) and (b), neither the Certificateholders nor the Trustee or the Certificate Administrator on their
behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Certificates
or the Trust Loan except as expressly set forth herein.


Section 2.7.         
Representations and Warranties of the Certificate Administrator. (a)  The Certificate Administrator hereby
represents and warrants to the other parties hereto that as of the Closing Date:


(i)               
it is a national banking association duly organized, validly existing, and in good standing under the laws of the United
States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses,
permits, 



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franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


(ii)             
the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the
terms of this Agreement will not violate the Certificate Administrator’s articles of association or constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which it is a party or which may be applicable to the Certificate Administrator or any
of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect
on the Certificate Administrator’s performance of its obligations hereunder;


(iii)             
the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


(iv)            
this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other
laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law);


(v)              
the Certificate Administrator, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement
by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation
with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental
agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially
and adversely affect the condition (financial or other) or operations of the Certificate Administrator or that would materially
affect the performance of its duties hereunder or thereunder;


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


(vii)            
to the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate
Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations
under this Agreement; and



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(viii)           
the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or
otherwise complies with the requirements of Section 8.6(b); and


(ix)              
to its actual knowledge, the Certificate Administrator is not Risk Retention Affiliated with the Third Party Purchaser.


(b)              
The respective representations and warranties of the Certificate Administrator set forth in this Section 2.7
shall survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto.


Section 2.8.         
Representations and Warranties of the Operating Advisor.


(a)              
The Operating Advisor hereby represents and warrants to the other parties hereto that as of the Closing Date:


(i)              
it is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of
New York, and the Operating Advisor is in compliance with the laws of the State in which the 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)           
the Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this
Agreement over the life of the Trust Fund;


(v)             
this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;






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(vi)             
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;


(vii)            
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 3.11 hereof;


(viii)          
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;


(ix)             
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


(x)              
the Operating Advisor is an Eligible Operating Advisor.


Section 2.9.         
Representations and Warranties Contained in the Loan Purchase Agreement.(a)If (i) any party hereto (A) discovers
or receives notice alleging that any document required to be delivered to the Custodian pursuant to Section 2.1 is
not delivered as and when required, is not properly executed or is defective (each, a “Defect”) or (B) discovers
or receives notice alleging a breach of any representation or warranty made by the Sponsor relating to the Trust Loan as set forth
in Exhibit A to the Loan Purchase Agreement (a “Breach”) or (ii) the Special Servicer or the
Depositor receives a Repurchase Communication of a request or demand for repurchase of the Trust Loan alleging a Defect or Breach
(any such request or demand, a “Repurchase Request”), then such party shall give prompt written notice of such
Defect, Breach or Repurchase Request to the Sponsor, the Companion Loan Holders, the Controlling Class Representative (so long
as no Control Termination Event is continuing), the other parties hereto and, subject to Section 10.17, the Rating
Agency (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). The Special Servicer
shall determine if any such Defect or Breach materially and adversely affects the value of the Trust Loan or the interests of the
Certificateholders therein or causes the Trust Loan to fail to be a Qualified Mortgage (any such Defect or Breach, a “Material
Document Defect” and a “Material Breach,” respectively). If 



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such Defect or Breach has been determined
to be a Material Document Defect or Material Breach, then the Special Servicer shall give prompt written notice thereof to the
Sponsor, the other parties hereto and subject to Section 10.17, to the Rating Agency. If such determination is that
the Defect or the Breach is a Material Document Defect or a Material Breach, the Special Servicer shall (A) request that the Sponsor
(i) repurchase the Trust Loan at an amount equal to the Repurchase Price, (ii) promptly cure such Material Document Defect
or Material Breach, as the case may be, in each case in accordance with the terms of the Loan Purchase Agreement or (iii) indemnify
the Trust for the losses directly related to such Material Breach or Material Document Defect, subject to receipt of a Rating Agency
Confirmation from the Rating Agency with respect to such action and (B) give prompt written notice thereof to the Controlling Class
Representative (prior to the occurrence and continuance of a Control Termination Event); provided that with respect to any
Material Breach or Material Document Defect that would cause the Trust Loan not to be a Qualified Mortgage, the Sponsor will be
required to cure such Material Document Defect or Material Breach or to repurchase the Trust Loan at the Repurchase Price within
ninety (90) days of the date of discovery of such Material Document Defect or Material Breach. If a Responsible Officer of the
Certificate Administrator or a Servicing Officer of the Servicer or the Special Servicer, has actual knowledge that the Sponsor
has defaulted on its obligation to repurchase the Trust Loan under the Loan Purchase Agreement, such entity shall promptly notify
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, as applicable, and the Certificate Administrator
shall notify the Certificateholders of such default. The Special Servicer shall enforce the obligations of the Sponsor under Section 8
of the Loan Purchase Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, shall be carried
out in such form, to such extent and at such time as if it were, in its individual capacity, the owner of the Trust Loan. The Special
Servicer shall be reimbursed for the reasonable costs of such enforcement (it being understood that a Liquidation Fee shall be
payable to the Special Servicer as and only to the extent provided herein): first, from a specific recovery of costs, expenses
or attorneys’ fees against the Sponsor; second, out of the Repurchase 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 clause (viii) of
Section 3.4(c) out of collections on the Trust Loan on deposit in the Collection Account.


If the Special Servicer
or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously
received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
such party shall give written notice of such Repurchase Request Withdrawal to the Sponsor, the Controlling Class Representative
(prior to the occurrence and continuance of a Control Termination Event), the other parties hereto and, subject to Section 10.17
of this Agreement, the Rating Agency (to the extent notice has not previously been delivered to such Persons pursuant to this sentence).


Each notice of a Repurchase
Request or Repurchase Request Withdrawal required to be given by a party pursuant to this Section 2.9(a) (each, a “15Ga-1
Notice”) shall be given no later than the tenth (10th) Business Day after receipt of a Repurchase Communication of such
Repurchase Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, and shall include (i) the
identity of the portion of the Trust Loan, (ii) the date such Repurchase Request was received or the date such Repurchase
Request Withdrawal was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase




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Request) and (iv) in the case of 15Ga-1 Notices provided by the Special Servicer, a statement as to whether the Special Servicer
currently plans to pursue such Repurchase Request.


In the event that
the Certificate Administrator, the Trustee, the Custodian or the Servicer receives a Repurchase Communication of a Repurchase Request
or Repurchase Request Withdrawal, such party shall promptly forward such Repurchase Request or Repurchase Request Withdrawal to
the Special Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative,
and include the following statement in the related correspondence: “This is a “Repurchase Request” or a “Repurchase
Request Withdrawal” under Section 2.9(a) of the Trust and Servicing Agreement relating to the CSMC 2019-UVIL,
Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL, requiring action by you as the recipient of such Repurchase Request
or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Request or Repurchase Request Withdrawal by
the Special Servicer, the Special Servicer shall be deemed to be the recipient of such Repurchase Request or Repurchase Request
Withdrawal, and the Special Servicer shall comply with the notice procedures set forth in this Section 2.9(a) with
respect to such Repurchase Request or Repurchase Request Withdrawal.


No Person that is
required to provide a 15Ga-1 Notice pursuant to this Section 2.9(a) (a “15Ga-1 Notice Provider”)
shall be required to provide any information in a 15Ga-1 Notice that is protected by the attorney-client privilege or the attorney
work product doctrine. The Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.9(a)
is so provided only to assist the Sponsor, the Depositor and 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 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.9(a)
by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right
that such 15Ga-1 Notice Provider may have with respect to the Loan Purchase Agreement, including with respect to any Repurchase
Request that is the subject of a 15Ga-1 Notice.


(b)              
Upon receipt by the Servicer from the Sponsor of the Repurchase Price for the Trust Loan (including any indemnification
payment to the Trust by the Sponsor), the Servicer shall deposit such amount in the Collection Account, and the Certificate Administrator
shall, upon receipt of a certificate of a Servicing Officer certifying as to the receipt by the Servicer of the Repurchase Price
and the deposit of the Repurchase Price into the Collection Account pursuant to this Section 2.9(b), (i) release
or cause to be released to the designee of the Sponsor the Repurchase Mortgage File and the Trustee, the Custodian and the Certificate
Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation
or warranty (except that the Trust Loan is owned by the Trust and is being sold free and clear of liens and encumbrances), as shall
be prepared by such designee to vest in such designee the Trust Loan (or allocable portion thereof) released pursuant hereto and
the Certificate Administrator, the Trustee, the Servicer and the Special Servicer shall have no further responsibility with regard
such Repurchase Mortgage File and (ii) release or cause to be released to the Sponsor any escrow payments and reserve funds
held by the Trustee, or on the Trustee’s behalf, in respect of the Trust Loan. Upon receipt by the Servicer from the Sponsor
of an indemnification payment in respect of the Trust Loan, the Servicer or Special Servicer, as applicable, shall deposit (or
if received by the 



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Special Servicer, remit owed amounts to the Servicer for deposit) such amount in the Collection Account.


(c)              
Notwithstanding anything to the contrary herein, no Defect (except for a Defect with respect to the document described in
clause (i) of Section 2.1(b) and the documents described in clauses (ii)(B), (C) and
(G) of Section 2.1(b)) shall be considered to be a Material Document Defect unless the document with respect
to which a Defect exists is required in connection with (A) an imminent enforcement of the Loan Lender’s rights or remedies
under the Trust Loan; (B) defending any claim asserted by the Loan Borrower or third party with respect to the Trust Loan;
(C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate
significant servicing obligations, including without limitation, making a claim under a title policy. The Trust’s sole remedy
against the Sponsor in connection with a Material Document Defect shall be to enforce the repurchase claim in accordance with the
provisions of the Loan Purchase Agreement.


Section 2.10.     
Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges
the assignment in trust by the Depositor to the Trustee of the Trust Loan Notes and other assets comprising the Trust Fund. Concurrently
with such assignment and delivery and in exchange therefor, the Trustee (i) acknowledges and hereby declares that it holds the
Trust Loan for the benefit of the Lower-Tier REMIC; (ii) acknowledges the issuance of the Uncertificated Lower-Tier Interests
to the Depositor and the Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged, (iii) acknowledges
the assignment by the Depositor to the Trustee of the Uncertificated Lower-Tier Interests, and hereby declares that it holds the
Uncertificated Lower-Tier Interest for the benefit of the Certificateholders; (iv) acknowledges the issuance of the Regular Certificates
and the Class UT-R Interest in exchange for the Uncertificated Lower-Tier Interests and the Certificate Administrator has executed
and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates,
representing the Class LT-R and Class UT-R Interests, and (v) the Depositor hereby acknowledges the receipt by it or
its designees, of the Regular Certificates in authorized denominations and the Class R Interests evidencing the entire beneficial
ownership of the Trust Fund.


Section 2.11.     
Miscellaneous REMIC Provisions. (a)  The Class A, Class X, Class B, Class C, Class D,
Class E and Class HRR Certificates are hereby designated as the “regular interests” in the Upper-Tier REMIC
within the meaning of Section 860G(a)(1) of the Code. The Class UT-R Interest, represented by the Class R Certificates,
is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2)
of the Code.


(b)              
The Class LA, Class LB, Class LC, Class LD, Class LE and Class LHRR Uncertificated Interests are hereby designated as the
“regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class LT-R
Interest, represented by the Class R Certificates, is hereby designated as the sole class of “residual interests”
in the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.


Section 2.12.     
Resignation Upon Prohibited Risk Retention Affiliation. Upon the occurrence of (i) a Servicing Officer of the
Servicer or a Responsible Officer of the Certificate 



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Administrator, the Custodian or the Trustee, as applicable, obtaining actual
knowledge that the Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become a Risk Retention Affiliate
of the Third Party Purchaser (an “Impermissible TPP Affiliate”), (ii) the Servicer, the Certificate Administrator,
the Custodian or the Trustee receiving written notice by any other party to this Agreement, the Third Party Purchaser, any Sponsor
or any Initial Purchaser that the Servicer, the Certificate Administrator, the Custodian or the Trustee, as applicable, is or has
become an Impermissible TPP Affiliate, or (iii) the Operating Advisor obtaining actual knowledge that it is or has become
a Risk Retention Affiliate of the Third Party Purchaser or any other party to this Agreement (an “Impermissible Operating
Advisor Affiliate”; and either of an Impermissible TPP Affiliate or an Impermissible Operating Advisor Affiliate being
an “Impermissible Risk Retention Affiliate”), then in each such case the Impermissible Risk Retention Affiliate
shall be required to promptly notify the Retaining Sponsor and the other parties to this Agreement and resign in accordance with
Section 3.27(m), Section 6.6 or Section 8.7. The resigning Impermissible Risk Retention Affiliate
will be required to bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Issuing Entity
and the Rating Agency in connection with such resignation as and to the extent required under this Agreement; provided,
however, if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third-Party Purchaser
acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate,
then such costs and expenses will be an expense of the Issuing Entity.


Article 3



ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN


Section 3.1.         
Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer (other than during
the continuance of a Special Servicing Loan Event) and the Special Servicer (during the continuance of a Special Servicing Loan
Event), each as an independent contractor, shall service and administer the Mortgage Loan and administer Foreclosed Property solely
on behalf of the Trust Fund, in the best interest of, and for the benefit of, the Certificateholders and the Companion Loan Holders
as a collective whole as if such Certificateholders and the Companion Loan Holders constituted one lender (taking into account
the subordinate nature of the B-Note) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of
its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this
Agreement, the Co-Lender Agreement and the Loan Documents and, to the extent consistent with the foregoing, the following standards:
(i) the higher of (a) the same manner in which and with the same care, skill, prudence and diligence with which the Servicer
or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed properties for other
third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial
mortgage lenders in servicing their own loans and administering their own foreclosed properties, or (b) with the care, skill,
prudence and diligence the Servicer or the Special Servicer, as applicable, uses for loans which it owns or for foreclosed properties
it owns and administers; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest
under the Mortgage Loan or, with respect to the Special Servicer, if the Mortgage Loan comes into and continues in default and
if no satisfactory arrangements can be made for the collection of the 



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delinquent payments, the maximization of the recovery on
the Mortgage Loan to the Certificateholders and the Companion Loan Holders (as a collective whole as if the Certificateholders
and the Companion Loan Holders constituted a single lender) (taking into account the subordinate nature of the B-Note) on a net
present value basis and (b) the Loan Borrower Reimbursable Trust Fund Expenses and other amounts due under the Mortgage Loan
and (iii) without regard to:


(A)            
any relationship that the Servicer or the Special Servicer or any affiliate thereof may have with the Loan Borrower, the
Sponsor, the Depositor, any Companion Loan Holders or any of their respective affiliates;


(B)             
the ownership of any Certificate (or Companion Loan) or any interest in Companion Loan by the Servicer or Special Servicer
or by any affiliate of the Servicer or the Special Servicer;


(C)             
in the case of the Servicer, its obligation to make Advances;


(D)            
the right of the Servicer or the Special Servicer or any affiliate thereof to receive reimbursement of costs, compensation
or other fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect
to any particular transaction; or


(E)             
the ownership, servicing or management for others of any other loans or property by the Servicer or the Special Servicer.


Subject to the above-described
servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and the terms of this Agreement
and of the Loan Documents, the Servicer and the Special Servicer each shall have full power and authority, acting alone and/or
through one or more sub-servicers as provided in Section 3.2, to do or cause to be done any and all things in connection
with such servicing and administration which it may deem necessary or desirable. The Servicer and the Special Servicer shall service
and administer the Trust Loan and the Companion Loan in accordance with applicable state and federal law. At the written request
of the Servicer or the Special Servicer, as applicable, accompanied by the form of power of attorney or other documents being requested,
the Trustee shall furnish to the Servicer or the Special Servicer any powers of attorney (in the form of either Exhibit N-1
or Exhibit N-2, as applicable, hereto or such other form that is reasonably acceptable to the Servicer or the Special Servicer,
as applicable, and to the Trustee) and other documents necessary or appropriate to enable such Servicer or the Special Servicer
to carry out its servicing and administrative duties hereunder, and the Trustee shall not be held responsible (and shall be indemnified
by the Servicer or the Special Servicer, including all reasonable costs, expenses, losses and liabilities incurred by the Trustee
in bringing any type of suit or action against the Servicer or the Special Servicer, as applicable, in a court of law or in any
other forum) for any negligence or misuse by the Servicer or the Special Servicer in its uses of any such powers of attorney or
other document. Notwithstanding anything contained herein to the contrary, the Servicer and the Special Servicer shall not without
the Trustee’s prior written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name
without indicating the representative capacity of the Servicer or the Special Servicer, as 



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applicable, or (ii) take any action
with the intent to, and which actually does cause, the Trustee to be registered to do business in any state.


The liability of each
of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer and the Special
Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectibility of the Trust Loan and the Companion Loan.


The parties hereto
acknowledge that the Mortgage Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize the respective
rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders under the Co-Lender Agreement,
including: (i) with respect to the allocation of collections on or in respect of the Mortgage Loan, and the making of remittances,
to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with respect to the allocation of expenses
and losses relating to the Mortgage Loan to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders and (iii) to
the extent provided for under the Co-Lender Agreement, the consultation rights of the Companion Loan Holders. With respect to the
Mortgage Loan, the Servicer (if the Mortgage Loan is not a Specially Serviced Loan) or the Special Servicer (if the Mortgage Loan
has become a Specially Serviced Loan or any Property has been converted to a Foreclosed Property) shall prepare and provide to
each Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the Trust Loan
under the Co-Lender Agreement, and shall perform all duties and obligations to be performed by a servicer and perform all servicing
related duties and obligations to be performed by the holder of the Trust Loan pursuant to the Co-Lender Agreement. In the event
of any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement shall control with respect
to the Mortgage Loan.


Notwithstanding anything
to the contrary herein, at no time shall the Servicer or the Trustee be required to make any advance of delinquent scheduled monthly
payments of principal or interest with respect to the Companion Loan.


To the extent required
under the Loan Documents or the Co-Lender Agreement, the Servicer shall, on behalf of the Loan Lender, maintain a note register
for the Mortgage Loan in accordance with the Loan Documents or the Co-Lender Agreement. The Sponsor is the initial and sole holder
of the Companion Loan as of the Closing Date, and notices regarding such ownership shall be addressed to the Sponsor at the address
set forth in Section 10.4.


Section 3.2.         
Sub-Servicing Agreements. (a)  The Special Servicer shall not engage any sub-servicer or enter into any
sub-servicing agreement. The Servicer, at its own expense without a right of reimbursement under this Agreement or otherwise, may
enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Trust Loan and the Companion
Loan, provided that (i) any such sub-servicing agreement shall be upon such terms and conditions as are not inconsistent
with this Agreement and as the Servicer and the sub-servicer have agreed, and (ii) no sub-servicer retained by the Servicer
shall grant any modification, waiver, or amendment to the Loan Documents without the approval of the Servicer. References in this
Agreement to actions taken or to be taken, and limitations on actions permitted to be taken, by the 



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Servicer in servicing the Mortgage
Loan include actions taken or to be taken by a sub-servicer on behalf of the Servicer. Each sub-servicer shall be (i) authorized
to transact business and licensed in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer
to perform its obligations under the applicable sub-servicing agreement, and (ii) qualified to perform its obligations under
the applicable sub-servicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received any amount
when the sub-servicer receives such amount, irrespective of whether such amount is remitted to the Servicer for deposit in the
Collection Account, any Cash Management Account, any Reserve Account or the Distribution Account, and actions taken by the sub-servicer
shall be deemed to be actions of the Servicer. The Servicer shall notify the Operating Advisor, the Certificate Administrator,
the Trustee, the Loan Borrower and the Depositor in writing promptly upon the appointment of any sub-servicer and promptly furnish
the Trustee and the Certificate Administrator, upon its request, with a copy of the sub-servicing agreement. No sub-servicer shall
be permitted to enter into any sub-servicing agreement with other sub-servicers without the prior written consent of the Servicer.


(b)              
Notwithstanding any sub-servicing agreement, the Servicer shall remain obligated and liable to the Trustee and the Certificateholders
for the servicing and administering of the Trust Loan and the Companion Loan in accordance with the provisions of Section 3.1
without diminution of such obligation or liability by virtue of such sub-servicing agreement, or by virtue of indemnification from
a sub-servicer, and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loan.


(c)              
Any sub-servicing agreement entered into by the Servicer shall provide that it may be assumed or terminated by (i) the
Trustee if the Trustee has assumed the duties of the Servicer or if the Servicer is otherwise terminated pursuant to the terms
of this Agreement, or (ii) a successor Servicer if such successor Servicer has assumed the duties of the Servicer, without
cost or obligation to the Trustee, the Certificate Administrator, the successor Servicer, the Trust or the Trust Fund.


(d)              
Any sub-servicing agreement, and any other transactions or services relating to the Mortgage Loan involving a sub-servicer,
shall be deemed to be between the Servicer and such sub-servicer alone, and the Certificate Administrator, the Trustee, the Depositor,
the Trust and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties
or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require the Trust, the Trustee,
the Certificate Administrator or the Depositor to indemnify any such sub-servicer. The Servicer is permitted, at its own expense,
or to the extent that a particular expense is provided herein to be an Advance or an expense of the Trust, at the expense of the
Trust, to utilize other agents or attorneys typically used by servicers of mortgage loans underlying commercial mortgage backed
securities in performing its obligations under this Agreement.


(e)              
Notwithstanding anything herein, each of the initial Servicer and the initial Special Servicer may delegate certain of its
duties and obligations hereunder to an Affiliate of the Servicer or Special Servicer, as applicable. Such delegation shall not
be considered a sub-servicing agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing
agreements, sub-servicers or Servicing Function Participants shall not be applicable to such arrangement. Notwithstanding any such
delegation, the Servicer and the 



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Special Servicer shall remain obligated and liable for the performance of their respective 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 each alone were servicing and administering the Mortgage Loan as required hereby.


Section 3.3.         
Cash Management Account. A Lockbox Account and a Cash Management Account have been or shall be established pursuant
to the terms of the Loan Agreement, the Cash Management Agreement and the Lockbox Account Agreement. The Servicer shall exercise
and enforce the rights of the Trust Fund with respect to the Cash Management Account and the Lockbox Account under the Loan Agreement,
the Cash Management Agreement and the Lockbox Account Agreement in accordance with Accepted Servicing Practices and the other terms
of this Agreement and the other Loan Documents.


Section 3.4.         
Collection Account. (a)  The Servicer shall establish and maintain one or more accounts (or subaccounts)
for the benefit of the Certificateholders and Companion Loan Holders substantially in the name of “Midland Loan Services,
a Division of PNC Bank, National Association, as Servicer on behalf of Wells Fargo Bank, National Association, as Trustee for the
benefit of the Certificateholders and Companion Loan Holders of CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates,
Series 2019-UVIL” (collectively, the “Collection Account”).  The Collection Account must be
an Eligible Account.  The Servicer shall deposit into the Collection Account within two (2) Business Days of receipt of properly
identified and available funds the following amounts representing payments and collections received or made during each Collection
Period on or with respect to the Mortgage Loan:


(i)               
all payments on account of principal on the Mortgage Loan;


(ii)              
all payments on account of interest on the Mortgage Loan, including Default Interest;


(iii)            
any amount representing reimbursements by the Loan Borrower of Advances, interest thereon, and any other expenses of the
Depositor, the Certificate Administrator, the Custodian, the Trustee, the Servicer or the Special Servicer, as applicable, as required
by the Loan Documents or hereunder;


(iv)             
any other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Certificateholders under the Trust Loan;


(v)             
any amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted
Investments with respect to funds held in the Collection Account;


(vi)             
all Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14 and all Net Liquidation
Proceeds, Insurance Proceeds and Condemnation Proceeds (to the extent not needed for the repair or restoration of the Property);
and


(vii)            
any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer,
including, without limitation, any 



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(1) proceeds of any repurchase of the Trust Loan pursuant to Section 2.9(b)
and the Loan Purchase Agreement and any indemnification amounts paid by the Sponsor pursuant to the Loan Purchase Agreement, (2) proceeds
of the sale of the Mortgage Loan by the Special Servicer pursuant to Section 3.16, or (3) amounts payable under
the Loan Documents by any Person to the extent not specifically excluded.


(b)              
Funds in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8.
The Servicer shall on the Closing Date give written notice to the Certificate Administrator of the location and account number
of the Collection Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


(c)              
On or prior to each Remittance Date, (or following the securitization of the Companion Loan, in the case of clauses (vii)
and (viii) below, on or prior to the day which is the earlier of (A) the Remittance Date and (B) the Business
Day following the “determination date” (or any term substantially similar thereto), as such term is defined in the
related Other Pooling and Servicing Agreement as long as such determination date is no earlier than the 6th day of the
calendar month), prior to the remittance of funds to the Certificate Administrator for deposit in the Distribution Account pursuant
to Section 3.5, the Servicer shall make withdrawals from the Collection Account (which withdrawals shall be the only
permitted withdrawals from the Collection Account by the Servicer) as described below (the order set forth below not constituting
an order of priority for such withdrawals) (subject to the terms and payment priorities in the Co-Lender Agreement):


(i)               
to withdraw funds deposited in the Collection Account in error;


(ii)              
to reimburse the Trustee (and each other Trustee), and the Servicer (and each other servicer), in that order, for any Nonrecoverable
Advances made by each and not previously reimbursed, together with unpaid interest on such nonrecoverable advances at the Advance
Rate in the following order of priority:


(A)            
first, to reimburse Nonrecoverable Advances that are Property Protection Advances and Administrative Advances relating to
the Mortgage Loan and the Property and interest thereon;


(B)             
second, to first reimburse Nonrecoverable Advances that are Monthly Payment Advances or Companion Loan Advances on the A-Notes
and interest thereon, on a pro rata and pari passu basis, then to reimburse Nonrecoverable Advances that are Monthly
Payment Advances on the B-Note and interest thereon; and


(C)             
third, to the master servicer with respect to each Other Securitization Trust for its pro rata share of Nonrecoverable
Advances previously paid from general collections on the related Other Securitization Trust;


(iii)            
concurrently, to pay the Servicing Fee to the Servicer (or with respect to any Excess Servicing Fee Right, to pay any Excess
Servicing Fees to the holder of such Excess Servicing Fee Rights), the Certificate Administrator Fee (including the portion that




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is the Trustee Fee) to the Certificate Administrator, the Operating Advisor Fee to the Operating Advisor and the CREFC®
Intellectual Property Royalty License Fees to CREFC®, as applicable;


(iv)             
to pay to the Operating Advisor the Operating Advisor Consulting Fee (but only to the extent actually received from the
Loan Borrower);


(v)             
to pay (a) to the Servicer, as additional compensation, any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the Loan Borrower);
and (b) the Special Servicing Fee, if any, the Work-out Fee, if any, and the Liquidation Fee, if any, to the Special Servicer
(with respect to clauses (a) and (b), in that order);


(vi)             
to reimburse the Trustee and the Servicer, in that order, for (a) Advances made by each and not previously reimbursed
from late payments received during the applicable period on the Mortgage Loan, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds (to the extent not needed for the repair or restoration of the Property) and other collections on the Mortgage Loan; provided
that any Advance that has been determined to be a Nonrecoverable Advance shall be reimbursed pursuant to clause (ii)
above and (b) unpaid interest on such Advances at the Advance Rate; provided, however, that prior to (x) final
liquidation of the Property or (y) the final payment and release of the Mortgages, interest on Advances shall be paid first
out of Default Interest or late payment charges collected in the related Collection Period before such interest on Advances is
paid out of other amounts on deposit in the Collection Account;


(vii)            
to remit to the Companion Loan Holders all remaining amounts on deposit in the Collection Account payable to the Companion
Loan Holders pursuant to the Co-Lender Agreement with respect to the Companion Loan;


(viii)           
to make any other required payments (other than payments under clause (vii) above) due under the Co-Lender Agreement
to the holders of the Companion Loan;


(ix)              
to reimburse the Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer, in that order,
for expenses incurred by them in connection with the liquidation of the Property and not otherwise covered and paid by an insurance
policy or deducted from the proceeds of liquidation;


(x)             
to pay to the Servicer or the Special Servicer, or both as applicable, as additional compensation, to the extent actually
received from the Loan Borrower (and permitted by, or not prohibited by, and allocated as such pursuant to the terms of the Loan
Documents and this Agreement) and deposited into the Collection Account by the Servicer, any payments in the nature of late payment
fees and Default Interest (to the extent remaining after payments pursuant to clause (vi) above), assumption fees,
assumption application fees, substitution fees, release fees, Modification Fees, consent fees, defeasance fees, amounts collected
for checks returned for insufficient funds, charges for beneficiary 



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statements or demands, defeasance fees (if applicable), loan
service transaction and processing fees and similar fees and expenses; provided that such amounts received during each Collection
Period shall not be required to be deposited into the Collection Account and shall be deemed to have been deposited in the Collection
Account and withdrawn pursuant to this clause (x) solely for the purpose of determining the Available Funds Reduction
Amount in connection with the calculation of Available Funds for the related Distribution Date;


(xi)              
to pay or reimburse the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Servicer, the Special
Servicer and the Operating Advisor, in that order, for indemnities, expenses and any other amounts then due and payable or reimbursable
(including any Trust Fund Expenses) to each pursuant to the terms of this Agreement and not previously paid or reimbursed pursuant
to the preceding clauses; and


(xii)             
to the extent not previously paid or advanced, to pay to the Certificate Administrator (or set aside for eventual payment)
any and all taxes imposed on the Trust or the Trust Fund by federal or state governmental authorities; provided that, if
such taxes are the result of the Depositor’s, Servicer’s, Special Servicer’s, the Operating Advisor’s,
the Certificate Administrator’s or Trustee’s, as applicable, negligence, bad faith or willful misconduct in performing
its obligations hereunder, such amounts may not be withdrawn from the Collection Account, but will be paid by such party that
was negligent, acted in bad faith or engaged in willful misconduct pursuant to Sections 6.7 and 8.12, as applicable.


The remittance set
forth in clauses (vii) and (viii) above shall be made by the Servicer as a single remittance. Notwithstanding
anything contained herein to the contrary, the Servicer shall withdraw from the related Collection Account and remit to the Companion
Loan Holders (or, if the Companion Loan has been included in an Other Securitization Trust, to the master servicer under the related
Other Pooling and Servicing Agreement), within one (1) Business Day of receipt of properly identified funds, any amounts that represent
late collections on the related Companion Loan (exclusive of any portion of such amount payable or reimbursable to any other party
in accordance with the terms of this Agreement or the Co-Lender Agreement, unless such amount would otherwise be included in the
remittances set forth in clauses (vii) and (viii) ; provided, however, to the extent any such amounts
are received after 3:00 p.m. (Eastern Time) on any given Business Day, the Servicer shall use commercially reasonable efforts to
remit such late collections to the Companion Loan Holders (or, if the Companion Loan has been included in an Other Securitization
Trust, to the master servicer under the related Other Pooling and Servicing Agreement) within one (1) Business Day of receipt of
properly identified funds but, in any event, the Servicer shall remit such amounts within two (2) Business Days of receipt of properly
identified funds.


Notwithstanding the
foregoing, with respect to any Remittance Date, in no event will the Servicer be permitted to make a withdrawal pursuant to clauses (iii),
(v)(b), (vi), (ix) or (xi) to the extent that, as a result of such withdrawal, the amount on deposit
in the Collection Account after giving effect to the withdrawal would be less than the amount of the Required Advance Amount; provided
that the Servicer shall be permitted to make withdrawals up to the amount on deposit in the Collection Account up to an amount
that would result in funds equaling or exceeding the Required Advance Amount remaining in the Collection Account. 



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Notwithstanding
the foregoing, such withdrawal limitations shall not apply (and accrued amounts previously eligible for withdrawal pursuant to
clauses (iii), (v)(b), (vi), (ix) or (xi) but which remain unpaid due to the operation of this
paragraph may then be withdrawn and paid) upon (1) the final liquidation of the Trust Loan or the Property, (2) the final
payment of the Trust Loan and release of the Mortgages or (3) the determination that any Advance that would increase the currently
unreimbursed Advances in the aggregate would be a Nonrecoverable Advance. The Servicer shall advance, to the extent it determines
that such amounts are recoverable, all amounts owed to itself (other than Servicing Fees), CREFC®, the Special Servicer,
the Operating Advisor, the Certificate Administrator and Trustee pursuant to such clauses (iii), (v)(b), (vi) (to
the extent reimbursements of such amounts are owed to the Trustee or the Certificate Administrator), (ix) or (xi)
(other than unreimbursed Property Protection Advances and Monthly Payment Advances made by the Servicer, which shall continue to
remain outstanding) (such advances, “Administrative Advances”). All Administrative Advances shall accrue interest
in accordance with Section 3.21. Notwithstanding any provision herein, the Servicer shall not be obligated to make
any Administrative Advance that it determines, together with interest thereon, will constitute a Nonrecoverable Advance if made.


The Servicer shall
pay to the Certificate Administrator (on behalf of itself and the Trustee) and advance or pay to the Special Servicer, if applicable,
from the Collection Account as provided above amounts permitted to be paid to the Special Servicer, the Certificate Administrator
and the Trustee, as applicable, therefrom, promptly upon receipt of certificates of a Servicing Officer of the Special Servicer
and a Responsible Officer of the Certificate Administrator and the Trustee, as applicable, describing the item and amount to which
the Special Servicer and the Trustee, respectively, are entitled; provided, however, that the Servicer shall pay
the Certificate Administrator Fee to the Certificate Administrator without requiring the delivery of such certificate. The Servicer
may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated therein and shall have no liability
if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate Administrator or the Trustee,
as applicable, is not entitled.


(d)              
The Certificate Administrator shall establish and maintain in the name of the Certificate Administrator on behalf of the
Trust and for the benefit of the Certificateholders, a segregated non-interest bearing reserve account (which may be a subaccount
of the Distribution Account) (the “Interest Reserve Account”). The Interest Reserve Account must be an Eligible
Account or a subaccount of an Eligible Account. Funds on deposit in the Interest Reserve Account shall be uninvested. On each Distribution
Date occurring in any February and on any Distribution Date occurring in any January that occurs in a year that is not a leap year
(unless, in either case, such Distribution Date is the final Distribution Date), the Certificate Administrator shall deposit into
the Interest Reserve Account an amount equal to one day’s net interest collected on the principal balance of each Trust Loan
Note as of the Loan Payment Date occurring in the calendar month preceding the calendar month in which such Distribution Date occurs
at the applicable Net Trust Loan Rate (net of the Servicing Fee, the CREFC® Intellectual Property Royalty License
Fee, the Operating Advisor Fee and the Certificate Administrator Fee payable therefrom and exclusive of Default Interest) to the
extent a full Monthly Payment or Monthly Payment Advance is made in respect thereof (all amounts so deposited in any consecutive
January and February, “Withheld Amounts”). On each Remittance Date occurring in March (or February, if the related
Distribution Date is the final Distribution Date), the Certificate Administrator shall withdraw from the Interest 



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Reserve Account
an amount equal to the Withheld Amounts from the preceding January and February, if any, and transfer such amounts into the Distribution
Account.


Section 3.5.         
Distribution Account. (a)  The Certificate Administrator shall establish and maintain on behalf of the
Trust and for the benefit of the Certificateholders a segregated non-interest bearing trust account (the “Distribution
Account”), which shall be deemed to include the Lower-Tier Distribution Account and the Upper-Tier Distribution Account,
which shall be subaccounts of the Distribution Account for the benefit of the Certificateholders and the Trustee, as holder of
the Uncertificated Lower-Tier Interests. The Distribution Account must be an Eligible Account. On each Remittance Date, the Servicer
shall transfer from the Collection Account to the Certificate Administrator for deposit into the Distribution Account all Available
Funds remaining on deposit therein, after giving effect to the withdrawals made pursuant to Section 3.4(c). The Certificate
Administrator shall credit the funds remitted by the Servicer from the Collection Account to the Distribution Account. Amounts
held in the Distribution Account shall be uninvested.


The Certificate Administrator
shall make withdrawals from the Distribution Account to make distributions to the Holders of the Certificates pursuant to Section 4.1.


(b)              
The Certificate Administrator shall make or be deemed to have made withdrawals from the Lower-Tier Distribution Account
in the following order of priority and only for the following purposes:


(i)               
to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(b) and Section 4.3(b)
into the Upper-Tier Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect of
the Class LT-R Interest) pursuant to Section 4.1(b);


(ii)              
to withdraw amounts deposited into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled
thereto; and


(iii)              
to clear and terminate the Lower-Tier Distribution Account pursuant to Section 10.1.


(c)              
The Certificate Administrator shall make withdrawals from the Upper-Tier Distribution Account in the following order of
priority and only for the following purposes:


(i)              
to withdraw amounts deposited in error and to withdraw amounts due to it under Section 3.4(c), to the extent
such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c);


(ii)              
to make distributions to Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R
Interest) on each Distribution Date pursuant to Section 4.1 or Section 9.1 as applicable; and


(iii)             
to clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.1.



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Section 3.6.         
Foreclosed Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (the
“Foreclosed Property Account”) in the name of either (a) “Cohen Financial, a Division of Truist Bank,
successor by merger to SunTrust Bank, as Special Servicer on behalf of Wells Fargo Bank, National Association, as Trustee for the
benefit of the Certificateholders of CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL”
related to the Foreclosed Property, if any, held in the name of the Special Servicer for the benefit of the Trustee on behalf of
the Certificateholders and the Companion Loan Holders or (b) in the name of the limited liability company formed under Section 3.14.
The Foreclosed Property Account must be an Eligible Account. The Special Servicer shall deposit into the Foreclosed Property Account
within two (2) Business Days of receipt all funds collected and received in connection with the operation or ownership of such
Foreclosed Property. On or before the last day of each Collection Period, the Special Servicer shall withdraw the funds in the
Foreclosed Property Account, net of certain expenses and/or reserves, and deposit them into the Collection Account in accordance
with Section 3.4(a). The Special Servicer shall notify the Trustee and the Certificate Administrator in writing of
the location and account number of the Foreclosed Property Account and shall notify the Trustee and the Certificate Administrator
in writing prior to any subsequent change thereof.


Section 3.7.         
Appraisal Reductions. (a)  Promptly upon the occurrence of an Appraisal Reduction Event of which the Special
Servicer has knowledge, the Special Servicer shall notify the Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee (and so long as no Control Termination Event is continuing, the Controlling Class Representative) (i) of the occurrence
of an Appraisal Reduction Event, (ii) (A) order and (B) use efforts consistent with Accepted Servicing Practices
to obtain an independent Appraisal of the Property (unless an appraisal of the Property was performed within nine (9) months prior
to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value
of the Property since the date of such Appraisal (in which case, such appraisal shall be used by the Special Servicer)) and (iii) determine
(no later than the first Distribution Date on or following the receipt of such appraisal or determination to use an existing Appraisal)
(so long as such Appraisal was received at least three (3) Business Days prior to such Distribution Date (in which case it shall
determine no later than the second Distribution Date following the receipt of such Appraisal)) on the basis of the applicable Appraisal,
and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession necessary
to calculate the Appraisal Reduction Amount (which information shall be delivered within two (2) Business Days after receipt of
any such request) whether there exists any Appraisal Reduction Amount and, if so, give reasonably prompt notice thereof to the
Servicer, the Trustee, the Companion Loan Holders (or, in the case of the Companion Loan that is part of an Other Securitization
Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator.
The cost of obtaining such appraisal shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance
unless it would constitute a Nonrecoverable Advance and in such case, as an expense of the Trust. Updates of appraisals shall be
obtained by the Special Servicer and paid for by the Servicer as a Property Protection Advance (or paid for by the Trust if the
Servicer determines that such Advance would constitute a Nonrecoverable Advance) every nine (9) months for so long as an Appraisal
Reduction Event exists, and the Appraisal Reduction Amount shall be adjusted accordingly, and, if required in accordance with any
such adjustment, each Class of Certificates that has been notionally reduced as a result of Appraisal Reduction Amounts shall have
its related Certificate Balance notionally 



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restored (or reduced if applicable) to the extent required by such adjustment of the
Appraisal Reduction Amount, and there shall be a redetermination of whether a Control Termination Event or a Consultation Termination
Event is then in effect. Any such appraisal obtained shall be delivered by the Special Servicer to the Certificate Administrator,
the Trustee, the Operating Advisor, the Servicer and, so long as no Control Termination Event is continuing, the Controlling Class
Representative, in electronic format (which format is reasonably acceptable to the Certificate Administrator), and the Certificate
Administrator shall make such Appraisal available to Privileged Persons pursuant to Section 8.14(b).


The Holders of Certificates
representing the majority of the Certificate Balance of any Class of Certificates that is or would be determined to no longer be
the Controlling Class (such Class, an “Appraised Out Class” and such Holders, the “Requesting Holders”)
as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special
Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Property
an Appraisal Reduction Event has occurred. The Requesting Holders shall cause the Appraisal to be prepared on an “as is”
basis by an Appraiser in accordance with MAI standards, and the Appraisal shall be reasonably acceptable to the Special Servicer
in accordance with Accepted Servicing Practices. The Requesting Holders shall provide the Special Servicer with notice of their
intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’
receipt of written notice of the determination of such Appraisal Reduction Amount.


An Appraised-Out Class
for which the Requesting Holders are challenging the Special Servicer’s Appraisal Reduction Amount determination may not
exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class. After
the Appraised Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class
will not be exercised by any the Class of Certificates, unless a recalculation results in the reinstatement of the Appraised Out
Class as the Controlling Class.


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


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



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


Appraisals that are
permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised Out Class shall be
in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing
Practices or this Agreement without regard to any appraisal requests made by any Holder of an Appraised Out Class.


(b)              
While an Appraisal Reduction Amount exists, (i) the amount of any Monthly Payment Advances shall be reduced as provided
in Section 3.21(a), and (ii) the existence thereof will be taken into account for purposes of determining (a) the
Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) or (b) if a Control Termination
Event is continuing.


(c)              
The Certificate Balance of each class of the Sequential Pay Certificates shall be notionally reduced (solely for purposes
of determining (x) the Voting Rights of the related Classes and the Controlling Class and (y) whether a Control Termination
Event is continuing on any Distribution Date) on any Distribution Date, to the extent of the Appraisal Reduction Amount allocated
to such Class on such Distribution Date. The Mortgage Loan shall be treated as a single loan for purposes of calculating the Appraisal
Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated, first, to Note B, up
to its respective outstanding principal balance, and then to Note A-1 and the Companion Loan on a pro rata and pari
passu basis (based on their relative outstanding principal balances). The Appraisal Reduction Amount allocated to the Trust
Loan Notes for any Distribution Date shall be applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates
in the following order of priority: first, to the Class HRR Certificates; second, to the Class E Certificates, third,
to the Class D Certificates, fourth, to the Class C Certificates; and fifth, to the Class B Certificates; (provided
that in each case that no Certificate Balance in respect of any such Class may be notionally reduced below zero). Appraisal Reduction
Amounts shall not be applied to notionally reduce the Certificate Balance of any Class A Certificate.


(d)              
In the event that a portion(s) of one or more Monthly Payment Advances with respect to the Trust Loan was reduced as a result
of an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest shall be reduced by the aggregate
amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such
amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of
the Trust Loan in full, any remaining Net Liquidation Proceeds shall then be applied to pay any remaining accrued and unpaid interest
on the Trust Loan in accordance with Section 1.3.


(e)              
If (i) an Appraisal Reduction Event has occurred, (ii) with respect to the Property, either (A) no Appraisal
or update of the Appraisal has been obtained or conducted with respect to the Property or Foreclosed Property, as the case may
be, during the nine (9) month period 



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prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances
surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that
would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal
has been obtained or conducted for the Property or Foreclosed Property, as the case may be, within 60 days after the Appraisal
Reduction Event has occurred, then (x) until the new Appraisal is obtained for the Property or Foreclosed Property, as the
case may be, the appraised value of the Property for purposes of determining the Appraisal Reduction Amount shall be equal to 75%
of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”), and (y) upon receipt
or performance of the new Appraisal by the Special Servicer, the appraised value of the Property or Foreclosed Property, as the
case may be, shall be based on such new Appraisal and the Appraisal Reduction Amount will be recalculated in accordance with the
definition of Appraisal Reduction Amount.


Section 3.8.         
Investment of Funds in the Collection Account, Any Foreclosed Property Account, the Cash Management Account and Any Reserve
Account. (a)  The Servicer (and, with respect to the Foreclosed Property Account, the Special Servicer) may direct
any depository institution maintaining the Collection Account, the Cash Management Account, any Reserve Account (to the extent
interest is not payable to the Borrower) or the Foreclosed Property Account, respectively (each, for purposes of this Section 3.8,
an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments
that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding
the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction
by the Servicer or the Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing
and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby
or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of
funds in an Investment Account shall be made in the name of the Trustee for the benefit of the Certificateholders (in its capacity
as such) or in the name of a nominee of the Trustee. The Trustee shall have sole control (except with respect to investment direction,
which shall be in the control of the Servicer (or the Special Servicer, with respect to the Foreclosed Property Account) as an
independent contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or the Special Servicer,
as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee for
the benefit of the Certificateholders or its nominee. The Trustee and the Certificate Administrator shall have no responsibility
or liability with respect to the investment directions of the Servicer or the Special Servicer, as applicable, or any losses resulting
therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Servicer and the Special Servicer, as applicable, 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 (1) all amounts then payable thereunder and
(2) the amount required to be withdrawn on such date; and



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(ii)              
demand payment of all amounts due thereunder promptly upon determination by the Servicer or Special Servicer, as applicable,
that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related
Investment Account.


(b)              
All net income and gain realized from investment of funds deposited in the Collection Account, the Cash Management Account
and any Reserve Account, but only to the extent that the Loan Documents do not require such funds to be remitted to the Loan Borrower,
shall be for the benefit of the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain
realized from investment of funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer.
Any net losses on funds in the Collection Account, the Cash Management Account any Reserve Account or the Foreclosed Property Account
shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or
prior to the Remittance Date following the realization of such loss.


(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 Servicer shall
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings. In the event the Servicer takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to Section 3.4(c),
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicer in connection therewith.


(d)              
For the avoidance of doubt, the Collection Account (other than the portion of the Collection Account relating to amounts
held on behalf of the Companion Loan Holders describe in clause (ii) of the definition thereof), the Foreclosed Property
Account, the Interest Reserve Account and the Lower-Tier Distribution Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC, and the Upper-Tier Distribution Account (including interest,
if any, earned on the investment of funds in such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


(e)              
Notwithstanding the foregoing, neither the Servicer, nor the Special Servicer shall cover any losses from the bankruptcy
or insolvency of a depository institution holding an account described in this Section 3.8, so long as (i) such
depositary institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the
time such deposit was made and such institution was not an Affiliate of the Servicer or the Special Servicer, as applicable and
(ii) such loss was incurred within 30 days after the earlier of (a) the date of such bankruptcy or insolvency or (b)
the date on which the depositary institution or trust company failed to satisfy the qualifications set forth in the definition
of Eligible Institution.


Section 3.9.         
Payment of Taxes, Assessments, etc. The Servicer (other than with respect to the Foreclosed Property) and the Special
Servicer (with respect to the Foreclosed Property) shall maintain accurate records with respect to the Property (or the Foreclosed
Property, as the case may be) reflecting the status of taxes, assessments, charges and other similar items that are or may become
a lien on the Property (or the Foreclosed Property, as the case may be) and the



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 status of insurance premiums payable in respect
of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time
to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay (or cause to be paid) real
estate taxes, insurance premiums and other similar items from funds in the applicable Reserve Account in accordance with the Loan
Agreement at such time as may be required by the Loan Documents. If the Loan Borrower does not make the necessary payments and/or
a Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the
Servicer shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.21,
from its own funds for amounts payable with respect to all such items related to the Property when and as the same shall become
due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if
applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance
with the terms of the Loan Agreement.


Section 3.10.     
Appointment of Special Servicer. (a)  Cohen Financial, a Division of Truist Bank, successor by merger to
SunTrust Bank is hereby appointed as the initial Special Servicer to service the Mortgage Loan while a Special Servicing Loan Event
has occurred and is continuing and perform the other obligations of the Special Servicer hereunder.


(b)              
If there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed
and replaced pursuant to Section 7.1. The Trustee shall, promptly after receiving notice of any such removal, so notify
the Servicer, the Companion Loan Holders and, subject to Section 10.17, the 17g-5 Information Provider (who shall promptly
post it to the 17g-5 Information Provider’s Website, pursuant to Section 10.16). The appointment of any such
successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations to make Advances as set
forth herein; provided, however, the initial Special Servicer specified above shall not be liable for any actions
or any inaction of such successor Special Servicer. No termination fee shall be payable to the terminated Special Servicer. No
termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until the successor Special
Servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing, a Companion Loan Rating Agency Confirmation
with respect to such appointment has been delivered to the Trustee and Rating Agency Confirmation with respect to such appointment
has been delivered to the Trustee. Any successor Special Servicer shall be deemed to make the representations and warranties provided
for in Section 2.5(a) mutatis mutandis as of the date of its succession. The terminated Special Servicer shall
retain all rights accruing to it under this Agreement, including the right to receive fees accrued prior to its termination and
other amounts payable to it (including indemnification payments).


(c)              
Upon determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall promptly give notice
thereof to the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, and the Servicer shall use
efforts consistent with Accepted Servicing Practices to provide the Special Servicer with all information, documents (but excluding
the original documents constituting the Mortgage File) and records (including records stored electronically on computer tapes,
magnetic discs and the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume
its duties hereunder with respect thereto (and concurrently provide a copy of such Mortgage File, exclusive of all Privileged Information,
to the Operating Advisor). The Servicer shall use its reasonable 



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efforts to comply with the preceding sentence within five (5)
Business Days of the date that a Special Servicing Loan Event has occurred. The Servicer in any event shall continue to act as
Servicer and administrator of the Mortgage Loan until the Special Servicer has commenced the servicing of the Mortgage Loan, upon
the occurrence and during the continuation of a Special Servicing Loan Event, which shall occur, in the case of a Special Servicing
Loan Event, upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence.
The Special Servicer shall instruct the Loan Borrower to continue to remit all payments in respect of the Mortgage Loan to the
Servicer. The Servicer shall forward any notices it would otherwise send to the Loan Borrower under the Mortgage Loan to the Special
Servicer who shall send such notice to the Loan Borrower while a Special Servicing Loan Event has occurred and is continuing.


(d)              
Upon determining that a Special Servicing Loan Event is no longer continuing, the Special Servicer shall immediately give
notice thereof to the Servicer, the Operating Advisor, the Certificate Administrator, the Trustee and the Companion Loan Holders,
and upon giving such notice such Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the
Mortgage Loan shall terminate and the obligations of the Servicer to service and administer the Mortgage Loan shall resume and
the Special Servicer shall return all of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c)
to the Servicer.


(e)              
In making a Major Decision or in servicing the Mortgage Loan during the continuance of a Special Servicing Loan Event, the
Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator originals of documents entered
into in connection therewith that are required to be included within the definition of “Mortgage File” for inclusion
in the Mortgage File (to the extent such documents are in the possession of the Servicer or the Special Servicer, as applicable)
and copies of any additional related Mortgage Loan information, including correspondence with the Loan Borrower, and the Special
Servicer shall promptly provide copies of all of the foregoing to the Servicer as well as copies of any related analysis or internal
review prepared by or for the benefit of the Special Servicer.


(f)               
During any period in which a Special Servicing Loan Event is continuing, no later than the Business Day preceding each date
on which the Servicer is required to furnish a report under Section 3.18(a) to the Certificate Administrator, the Special
Servicer shall deliver to the Servicer a written statement (or, if applicable, one or more CREFC® reports that contain
the information in clause (i) below) describing (i) the amount of all payments on account of interest received on each
Note, the amount of all payments on account of principal received on each Note, the amount of Insurance Proceeds and Net Liquidation
Proceeds received, the amount of any Foreclosure Proceeds received with respect to the Property, and the amount of net income or
net loss, as determined from management of a trade or business on, the furnishing or rendering of a non-customary service to the
tenants of, or the receipt of any rental income that does not constitute rents from real property with respect to, the Foreclosed
Property, in each case in accordance with Section 3.15 and (ii) such additional information relating to the Mortgage
Loan as the Servicer or the Certificate Administrator reasonably requests to enable it to perform its duties under this Agreement.



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(g)              
Notwithstanding the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment records
with respect to the Mortgage Loan and shall provide the Special Servicer with any information reasonably required by the Special
Servicer to perform its duties under this Agreement.


(h)              
The Special Servicer, at the earlier of (x) within 60 days after the occurrence of a Special Servicing Loan Event and
(y) prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to
a Major Decision) if a Special Servicing Loan Event occurs, shall prepare a report (the “Asset Status Report”)
for the Mortgage Loan. Each Asset Status Report will be delivered in electronic format to the Controlling Class Representative
(so long as no Control Termination Event or Consultation Termination Event is in effect), the Depositor, the Operating Advisor,
the Certificate Administrator, the Trustee, the Servicer, the Companion Loan Holders (as and to the extent required under the Co-Lender
Agreement) and, subject to Section 10.17, the Rating Agency; provided, however, that (1) the Special
Servicer shall not be required to deliver an Asset Status Report to the Controlling Class Representative if they are the same entity
or affiliates of each other and (2) the Special Servicer shall not deliver any Asset Status Report to the Controlling Class Representative
or a Controlling Class Certificateholder that is a Borrower Related Party. Such Asset Status Report shall be consistent with Accepted
Servicing Practices and set forth the following information to the extent reasonably determinable:


(i)               
summary of the status of the Mortgage Loan and any negotiations with the Loan Borrower;


(ii)              
a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent
with Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the Mortgage Loan and whether outside legal counsel has been retained;


(iii)             
the most current rent roll and income or operating statement available for the Property;


(iv)            
the Special Servicer’s recommendations on how the Mortgage Loan might be returned to performing status or otherwise
realized upon;


(v)              
the appraised value of the Property together with the appraisal or the assumptions used in the calculation thereof;


(vi)             
the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect
thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional Loan
Events of Default;


(vii)            
a description of any proposed actions;


(viii)          
a description of any proposed amendment, modification or waiver of a material term of a ground lease;



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(ix)              
the alternative courses of action considered by the Special Servicer in connection with the proposed actions;


(x)              
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; and an analysis
of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking
such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present
value calculation (including the applicable discount rate used) and all related assumptions. In connection with the foregoing analysis,
if the Loan Borrower has indicated its refusal to pay any Work-out Fees, Special Servicing Fees or Liquidation Fees due to the
Special Servicer, the Special Servicer must consider the costs to the Trust and analyze the exercise of alternative remedies;


(xi)             
a summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently effected
by the Special Servicer; and


(xii)            
such other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.


For so long as a Control
Termination Event has not occurred and is not continuing, the Controlling Class Representative will have the right to disapprove
the Asset Status Report prepared by the Special Servicer within ten (10) Business Days after receipt of the Asset Status Report.
For so long as a Control Termination Event has not occurred and is not continuing, if within 10 Business Days of receiving an Asset
Status Report, the Controlling Class Representative does not disapprove such Asset Status Report in writing or if the Special Servicer
makes a determination, in accordance with Accepted Servicing Practices, that the disapproval by the Controlling Class Representative
(communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders,
then the Controlling Class Representative shall be deemed to have approved such Asset Status Report and the Special Servicer shall
implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special Servicer
may not take any action that is contrary to applicable law, Accepted Servicing Practices or the terms of the applicable Loan Documents.
In addition, so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative may object
to any asset status report within ten (10) business days of receipt; provided, however, that if the Special Servicer
determines that action recommended in an Asset Status Report is necessary to protect the Property or the interests of the Certificateholders
from potential harm if such action is not taken, or if a failure to take any such action at such time would be inconsistent with
Accepted Servicing Practices, the Special Servicer may take actions with respect to the Property before the expiration of the ten
(10) Business Day period if the Special Servicer reasonably determines in accordance with Accepted Servicing Practices that failure
to take such actions before the expiration of the ten (10) Business Day period would materially adversely affect the interest of
the Certificateholders, and (so long as no Control Termination Event has occurred and is continuing) the Special Servicer has made
a reasonable effort to contact the Controlling Class Representative. If, so long as no Control Termination Event has occurred and
is continuing, the Controlling Class Representative disapproves such Asset Status Report within ten (10) Business Days of receipt
and the Special Servicer has not made an affirmative 



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determination pursuant to the proviso in the preceding sentence, the Special
Servicer will revise such Asset Status Report and deliver to the Controlling Class Representative (so long as no Control Termination
Event or Consultation Termination Event is in effect), the Operating Advisor, the Certificate Administrator, the related Companion
Loan Holders and, subject to Section 10.17 of this Agreement, the Rating Agency a new Asset Status Report as soon as
practicable, but in no event later than 30 days after such disapproval. So long as no Control Termination Event is continuing,
the Special Servicer shall revise such Asset Status Report as described above until the Controlling Class Representative 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, consistent with Accepted Servicing Practices, that such objection is
not in the best interests of all the Certificateholders and, if applicable, the related Companion Loan Holders (as a collective
whole as if such Certificateholders constitute a single lender taking into account the subordinate nature of the B-Note) provided
that, if the Controlling Class Representative 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 Accepted Servicing Practices. The procedures described in this paragraph are collectively
referred to as the “Controlling Class Representative Approval Process”.


The Special Servicer
shall promptly deliver each Asset Status Report prepared in connection with the Specially Serviced Loan to (i) the Operating
Advisor (after the occurrence and during the continuance of an Operating Advisor Consultation Event) and (ii) the Controlling
Class Representative (for so long as no Consultation Termination Event has occurred). After the occurrence and during the continuance
of an Operating Advisor Consultation Event, the Operating Advisor shall be entitled to consult with, and provide comments to the
Special Servicer in respect of each 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 Controlling Class Certificates), as a collective
whole. The Special Servicer shall consider such alternative courses of action, if any, and any other feedback provided by the Operating
Advisor (and if no Consultation Termination Event has occurred and is continuing, the Controlling Class Representative) 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 shall revise the Asset Status Report as it deems necessary to take into
account any input and/or comments from the Operating Advisor (and for so long as no Consultation Termination Event is continuing,
the Controlling Class Representative), to the extent the Special Servicer determines that the Operating Advisor’s and/or
Controlling Class Representative’s input and/or recommendations are consistent with Accepted Servicing Practices, the Co-Lender
Agreement or the terms of the applicable Loan Documents and in the best interest of the Certificateholders as a collective whole.
For so long as no Operating Advisor Consultation Event is continuing, the Special Servicer shall provide each Final Asset Status
Report to the Operating Advisor promptly after the completion of the Controlling Class Representative Approval Process.


In connection with
the approval or consultation rights of the Controlling Class Representative and/or Operating Advisor with respect to any Asset
Status Report, if the Special 



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Servicer determines that action recommended in an Asset Status Report is necessary to protect the
Property or the interests of the Certificateholders from potential harm if such action is not taken, or if a failure to take any
such action at such time would be inconsistent with Accepted Servicing Practices, the Special Servicer may take actions with respect
to the Property before the expiration of the ten (10) Business Day period if the Special Servicer reasonably determines in accordance
with Accepted Servicing Practices that failure to take such actions before the expiration of the ten (10) Business Day period would
materially adversely affect the interest of the Certificateholders, and the Special Servicer has made a reasonable effort to contact
the Controlling Class Representative or the Operating Advisor, as applicable.


After the occurrence
and during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right to consent
to any Asset Status Report under this Section 3.10(h). After the occurrence and during the continuance of a Control
Termination Event but prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative, and after
the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor, shall consult with
the Special Servicer (telephonically or electronically) and propose alternative courses of action and provide other feedback in
respect of any Asset Status Report. After the occurrence of a Consultation Termination Event, the Controlling Class Representative
(other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult
with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with
the Operating Advisor (provided that an Operating Advisor Consultation Event has occurred and is continuing) 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 Accepted Servicing Practices to take into account any input and/or recommendations of the Operating
Advisor or the Controlling Class Representative during the applicable periods described above, but is under no obligation to follow
any particular recommendation of the Operating Advisor or the Controlling Class Representative.


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 3.10(h). In any
event, for so long as a Control Termination Event has not occurred and is not continuing, if the Controlling Class Representative
does not approve an Asset Status Report within sixty (60) Business Days from the first submission thereof, the Special Servicer
shall take such action as directed by the Controlling Class Representative, provided that such action does not violate Accepted
Servicing Practices.


Notwithstanding anything
to the contrary herein, after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class
Representative shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect
to any matter set forth therein. After the occurrence and during the continuance of a Control Termination Event, the Controlling
Class Representative shall have no right to consent to any Asset Status Report under this Section 3.10(h). The Special
Servicer will be required to (x) deliver to the Certificate Administrator a proposed notice to the Certificateholders that will
include a summary of the Final Asset Status Report in an electronic format which format is reasonably acceptable to the Certificate
Administrator (which must be a brief summary of the current status 



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of the Property and current strategy with respect to the Mortgage
Loan), and the Certificate Administrator will be required to post such notice and summary (but not such Final Asset Status Report)
on the Certificate Administrator’s Website and (y) implement the Asset Status Report in the form delivered to the Depositor.
The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and, following delivery
of such modified Asset Status Report to the 17g-5 Information Provider and a summary of the same to the Certificate Administrator,
which the 17g-5 Information Provider and the Certificate Administrator, respectively shall post on their respective Websites pursuant
to Section 8.14(c) or Section 10.16, as applicable.


(i)                
During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the
Loan Borrower and take any actions consistent with Section 3.22, Accepted Servicing Practices and the most recent Asset
Status Report.


(j)                
In addition, during the continuance of a Special Servicing Loan Event, on the last day of each Collection Period the Special
Servicer shall prepare and deliver to the Servicer the CREFC® Special Servicer Loan File with respect to the Mortgage
Loan.


(k)              
Beginning in 2020, the Special Servicer shall prepare and file on a timely basis the reports of foreclosure and abandonment
of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the
Trust Loan and the Companion Loan required by Section 6050P of the Code.


(l)                
Notwithstanding the foregoing, neither the Servicer or the Special Servicer shall follow any advice, direction or consultation
provided by the Controlling Class Representative or the Operating Advisor that would require or cause the Servicer or the Special
Servicer, as applicable, to violate any applicable law or provisions of the Code resulting in an Adverse REMIC Event (other than
the imposition of a tax on “net income from foreclosure property”), be inconsistent with Accepted Servicing Practices,
require or cause the Servicer or the Special Servicer, as applicable, to violate provisions of this Agreement or the Co-Lender
Agreement, require or cause the Servicer or the Special Servicer, as applicable, to violate the terms of the Mortgage Loan, expose
any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability,
result in the imposition of a tax upon the Trust, or materially expand the scope of the responsibilities of the Special Servicer
or Servicer, as applicable, under this Agreement.


Section 3.11.     
Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a)  The Servicer, consistent
with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to
cause to be maintained by the Loan Borrower (or if the Loan Borrower fail to maintain such insurance in accordance with the Loan
Agreement, the Servicer shall cause to be maintained to the extent the Trustee, as mortgagee of record, has an insurable interest)
insurance with respect to the Property of the types and in the amounts required to be maintained (to the extent such insurance
is available at commercially reasonable rates, provided that the commercially reasonable requirement shall not apply with
respect to terrorism insurance which will be governed by the Loan Documents) by the Loan Borrower under the Loan Documents. The
cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless
it would be a 



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Nonrecoverable Advance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders
pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not
cause the Loan Borrower to be in default with respect to the failure of the Loan Borrower to obtain, all-risk casualty insurance
which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer has determined, on an annual
basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default,
the Special Servicer, to the extent consistent with Accepted Servicing Practices, is entitled to rely on the opinion of an insurance
consultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement
to the extent the Loan Borrower would not be obligated to maintain terrorism insurance under the Loan Documents as in effect on
the date thereof.


(b)              
The Special Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to be maintained
such insurance (including environmental insurance) with respect to the Foreclosed Property the Loan Borrower is required to maintain
with respect to the Property referred to in subsection (a) of this Section 3.11 or, at the Special Servicer’s
election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance
with respect to the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall
be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance. Any such insurance
(other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)
that is required to be maintained with respect to the Foreclosed Property shall only be so required to the extent such insurance
is available at commercially reasonable rates. If the Special Servicer requests the Servicer to make a Property Protection Advance
in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request,
make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make
such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such
Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations
shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having
an insurable interest and the availability of such insurance at commercially reasonable rates.


(c)              
The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained
by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property,
as the case may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this
Section 3.11. The incremental cost of such insurance allocable to the Property or the Foreclosed Property, if not borne
by the Loan Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance.
If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as
applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited
therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage
Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing
Practices.



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(d)              
Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect
throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy, the issuer of which
is rated no lower than the applicable Qualified Insurer Ratings, covering its directors, officers and employees, as applicable,
in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer,
as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered
persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing
the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The
amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory
power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount
of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the
Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA
or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable,
shall obtain a comparable replacement bond or policy. Each shall use reasonable effort to cause each and every sub-servicer, if
any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements as described above.
In lieu of the foregoing, but subject to this Section 3.11, the Servicer and the Special Servicer shall be entitled
to self-insure with respect to such risks so long as its (or its immediate or ultimate parent’s) long term unsecured debt
rating is rated no lower than “A-” by S&P, “A-” by Fitch, “A3” by Moody’s, “A-VIII”
by A.M. Best, “A(low)” by DBRS, Inc., or “A-” or its equivalent by Kroll Bond Rating Agency, Inc. (if rated
by Kroll Bond Rating Agency, Inc.) (or such other rating as to which a Rating Agency Confirmation has been obtained).


(e)              
No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish
or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate
Administrator shall be entitled to request, upon receipt of a written request from any Certificateholder, and the Servicer and
the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator, a certificate of insurance from
the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator will make any
such certificate of insurance available to the requesting Certificateholder on a confidential basis.


(f)               
The Operating Advisor 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, the issuer of which is rated no lower than the applicable
Qualified Insurer Ratings, covering losses that may be sustained as a result of an officer’s or employee’s errors or
omissions.


Section 3.12.     
Procedures with Respect to the Mortgage Loan; Realization upon the Property. (a)  Upon the occurrence of
a Loan Event of Default, the Special Servicer on behalf of the Trustee, subject to the terms of the Loan Documents and consistent
with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein, including foreclosure or other realization
on the Property and the other collateral for the Mortgage Loan. In connection with any foreclosure, enforcement of the applicable
Loan Documents or other realization on the Collateral, 



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the Special Servicer shall direct the Servicer to, and the Servicer shall,
pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance
with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


(b)              
Such proposed acceleration of the Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer
waives such Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Loan Event of Default), which the Special
Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not result in
an Adverse REMIC Event (other than the imposition of a tax on “net income from foreclosure property” under Section 860G(c)
of the Code).


(c)              
In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the
Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not
be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds
to restore any Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the
related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds
to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s
obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan
Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay
the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with
Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


(d)              
Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust and the Companion
Loan Holders and thereby cause the Trust to be the beneficial owner of the Property, or take any other action with respect to the
Property that would cause the Trustee, on behalf of the Trust and the Companion Loan Holders, to be considered to hold title to,
to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within
the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared
at the expense of the Trust by an independent person who regularly conducts site assessments for purchasers of comparable properties
(a copy of such report to be provided by the Special Servicer to the Companion Loan Holders, the Trustee, the Certificate Administrator
and the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website), that (i) the Property is
in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably
likely to produce a greater recovery on a present value basis than not taking such actions and (ii) there are no circumstances
known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials which require investigation
or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery
on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the
to the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website, subject to Section 10.17.



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If the Special Servicer
has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic
interest of the Trust and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders
constituted a single lender taking into account the subordinate nature of the B-Note) (as determined in accordance with Accepted
Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, then
subject to the rights of the Controlling Class Representative to consent to, and the Controlling Class Representative and the Operating
Advisor to consult in respect of, such action, as applicable, the Special Servicer shall take such proposed action. The Special
Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless
it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the
Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance) to the effect that such acquisition
will not result in an Adverse REMIC Event (other than the imposition of a tax on “net income from foreclosure property”
under Section 860G(c) of the Code).


The Special Servicer
shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation
as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance
would constitute a Nonrecoverable Advance.


(e)              
The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person
who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in
a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property
Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance.


(f)               
Notwithstanding any acquisition of title to the Property following a Loan Event of Default under the Mortgage Loan and cancellation
of the Mortgage Loan, the Trust Loan and the Companion Loan, the Trust Loan and the Companion Loan shall be deemed to remain outstanding
and, in the case of the Trust Loan, held in the Trust Fund for purposes of the application of collections and shall be reduced
only by collections net of expenses. For purposes of all calculations hereunder, so long as the Trust Loan and the Companion Loan
shall be deemed to remain outstanding, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and the
Companion Loan immediately after any discharge is equal to the unpaid principal balance of the Trust Loan or the Companion Loan
immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(b)
and the Co-Lender Agreement.


(g)              
Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of
the Trust Fund any personal property (including any non-real property Collateral) pursuant to this Section 3.12 unless:


(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



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(ii)              
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property
Protection Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance
in which case it shall be treated as a trust fund expense) to the effect that the holding of such personal property by the Trust
Fund will not result in an Adverse REMIC Event at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding
(and such Opinion of Counsel may be premised on the designation hereby of any such personal property as being deemed part of an
“outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) with the owner of such personal
property for federal income tax purposes to be designated at such time).


Section 3.13.     
Trustee, Certificate Administrator and Custodian to Cooperate; Release of Items in the Mortgage File. From time to
time and as appropriate for the servicing of the Mortgage Loan or Foreclosure of or realization on any Property, the Custodian
shall, upon receipt of written request of a Servicing Officer of the Servicer or the Special Servicer and delivery to the Custodian
of a request for release in the form of Exhibit B hereto, release or cause to be released any items from the Mortgage
File to the Servicer or the Special Servicer, as the case may be, within the lesser of (i) seven (7) calendar days and (ii) five
(5) Business Days of its receipt of the related receipt for release. The Special Servicer shall institute all Foreclosures as an
authorized delegate of the Trustee, on behalf of the Trust and the Companion Loan Holders, pursuant to a limited power of attorney
substantially in the form of Exhibit N-2 hereto from the Trustee to the Special Servicer. In the event that the Special
Servicer cannot institute a Foreclosure in its own name, the Special Servicer shall notify the Trustee and the Trustee shall, at
the written request of a Servicing Officer of the Special Servicer, execute such documents furnished to it as shall be necessary
to the prosecution of any such Foreclosure. Such receipt for release shall obligate the Servicer or the Special Servicer to (and
the Servicer or Special Servicer, as applicable, shall) return such items to the Custodian when the need therefor by the Servicer
or the Special Servicer no longer exists.


Section 3.14.     
Title and Management of Foreclosed Property. (a)  In the event that title to any Property is acquired for
the benefit of the Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise,
the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall
not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant
to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust (such limited
liability company, the “Foreclosure LLC”) and which is managed by the Special Servicer (the costs of which shall
be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance). Promptly after such acquisition
of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under
the REMIC Provisions with respect to such Property, the expense of such consultation being treated as a reimbursable expense of
the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall
dispose of the Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices,
but in any event within the time period, and subject to the conditions, set forth in Section 3.15 and Section 12.2.
Subject to Section 12.2 and Section 3.14(e), the Special Servicer shall hire on behalf of the Trust and
the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such 



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Foreclosed Property for the Certificateholders
and the Companion Loan Holders solely for the purpose of its prompt disposition and sale in a manner that does not cause such Foreclosed
Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the
operation or sale of such property does not result in receipt by the Trust of any income from non-permitted assets as described
in Section 860F(a)(2)(B) of the Code with respect to such property. In connection with such management, the Successor Manager shall
be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account.


(b)              
The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of the Foreclosed
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to the Foreclosed
Property a Foreclosed Property Account in (A) the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6
or (B) the name of the Foreclosure LLC.


(c)              
The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with the Foreclosed Property for the benefit of the
Trust and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single
lender taking into account the subordinate nature of the B-Note) on such terms as are appropriate and necessary for the efficient
operation or liquidation, as applicable, of the Foreclosed Property, so long as the Special Servicer deems such actions to be consistent
with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Special Servicer may retain an independent
contractor to operate and manage the Foreclosed Property; provided, however, the retention of an independent contractor
will not relieve the Special Servicer of its obligations hereunder with respect to the Foreclosed Property.


The Special Servicer
shall deposit or cause to be deposited on a daily basis in the Foreclosed Property Account all revenues received with respect to
the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation,
management and maintenance of the Foreclosed Property and for other expenses related to the preservation and protection of the
Foreclosed Property, including, but not limited to:


(i)               
all insurance premiums due and payable in respect of the Foreclosed Property;


(ii)             
all taxes, assessments, charges or other similar items in respect of the Foreclosed Property that could result or have resulted
in the imposition of a lien thereon; and


(iii)             
all costs and expenses necessary to preserve the Foreclosed Property, including the payment of ground rent, if any.


To the extent that
amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through
(iii) above, the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance
unless the 



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Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable
Advance.


(d)              
On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account
and deposit into the Collection Account the properly identified proceeds and collections received or collected since the preceding
Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including
any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably
expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of the Foreclosed Property,
including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital
improvements and other related expenses.


(e)              
The Special Servicer, in the name of the Trust, shall (subject to Section 3.14(a)) contract with any Successor
Manager for the operation and management of the Foreclosed Property; provided that no such contract shall impose individual
liability on the Trustee or the Trust; provided, further, that:


(i)               
the terms and conditions of any such contract shall not be inconsistent herewith;


(ii)             
any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the
Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and
management of such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special
Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the
Foreclosed Property Account;


(iii)             
none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such
Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations
to the Trust on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation and management of
such Foreclosed Property; and


(iv)             
the Successor Manager shall be permitted to perform construction (including renovations) on such Foreclosed Property only
if the construction was more than 10% complete at the time default on the Trust Loan became imminent.


The Special Servicer
shall be entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an 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. All REO
Management Fees shall be Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant
to Section 3.4(c)(xi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce
the obligations of the Successor Manager on behalf of the Trust and the 



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Companion Loan Holders. Expenses incurred by the Special
Servicer in connection herewith shall qualify as Property Protection Advances.


Section 3.15.     
Sale of Foreclosed Property. (a)  The Special Servicer, on behalf of the Trust and the Companion Loan Holders,
shall sell the Foreclosed Property on a servicing released basis in accordance with Accepted Servicing Practices, in no event later
than the Rated Final Distribution Date in a manner provided under this Section 3.15 and Section 12.2(b)
and subject to Section 12.2(c).


(b)              
Subject to the consent or consultation rights of the Controlling Class Representative set forth in Section 6.5
and the consultation rights of the Operating Advisor to the extent set forth in this Agreement, the Special Servicer shall accept
the highest cash bid for the Foreclosed Property received from any person that is at least equal to the Repurchase Price attributable
to the Foreclosed Property. Notwithstanding the foregoing, in the absence of any such bid, the Special Servicer shall accept the
highest cash bid, if the highest offeror is a Person other than an Interested Person, that the Special Servicer (or the Trustee
as provided in the next sentence) determines is a fair price based on Appraisals obtained within the last nine (9) months. If the
highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an Appraisal (which
may be an Appraisal obtained in the last nine (9) months by the Special Servicer) obtained at the expense of the Trust Fund, and
the Trustee may conclusively rely on the opinion of such Appraisal and such determination shall be binding upon all parties. The
requirements of this Agreement may result in lower sales proceeds than would otherwise be the case. Notwithstanding the foregoing,
and subject to the rights of the Controlling Class Representative and the Operating Advisor, the Special Servicer shall not be
obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices,
that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective
whole, as if such Certificateholders and the Companion Loan Holders constituted a single lender taking into account the subordinate
nature of the B-Note), and the Special Servicer may accept a lower cash offer (from any person other than an Interested Person)
if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests
of the Certificateholders and the Companion Loan Holders (as a collective whole, as if such Certificateholders and the Companion
Loan Holders constituted a single lender taking into account the subordinate nature of the B-Note). Any Holder of a Controlling
Class Certificate, the Controlling Class Representative or any affiliate of the foregoing shall be entitled to participate in,
and submit a bid in connection with, any sale of Foreclosed Property, to the same extent as any other Certificateholder; provided
that any such Holder of a Controlling Class Certificate and the Controlling Class Representative shall for all purposes be considered
an Interested Person.


(c)              
Subject to the provisions of Section 3.14, the Special Servicer shall act on behalf of the Trust and the Companion
Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of the Foreclosed
Property, including the collection of all amounts payable in connection therewith. Any sale of a Foreclosed Property shall be without
recourse to the Certificate Administrator, the Trustee, the Depositor, the Servicer, the Special Servicer, the Trust, the Certificateholders
or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties,
so long as the only recourse for breach thereof is to the Trust Fund) and if consummated in accordance 



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with the terms of this Agreement,
none of the Certificate Administrator, the Trustee, the Depositor or the Special Servicer shall have any liability to any Certificateholder
with respect to the purchase price thereof accepted by the Special Servicer or the Trustee.


(d)              
The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in
connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).


(e)              
Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to the Trustee, the Companion
Loan Holders and the Certificate Administrator a statement of accounting for the Foreclosed Property, including, without limitation,
(i) the date the Foreclosed Property was acquired in foreclosure or by deed-in-lieu of foreclosure or otherwise, (ii) the
date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued
interest with respect to the Repurchase Price of the Foreclosed Property, calculated from the date of acquisition to the disposition
date, and (v) such other information as the Trustee or the Certificate Administrator may reasonably request.


(f)               
The Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs
in its sole discretion to perform its obligations under this Agreement.


Section 3.16.     
Sale of the Mortgage Loan and the Trust Loan. (a)  (i)  Promptly upon the Mortgage Loan becoming
a Defaulted Mortgage Loan, the Special Servicer shall order (but shall not be required to have received) Appraisals. The Servicer
shall use efforts consistent with Accepted Servicing Practices to promptly notify in writing the Special Servicer, the Certificate
Administrator, the Operating Advisor, and the Companion Loan Holders, the Controlling Class Representative (so long as no Control
Termination Event or Consultation Termination Event is in effect) and the Trustee of the occurrence of such Special Servicing Loan
Event. Upon delivery by the Servicer of the notice described in the preceding sentence, and subject to the rights of the Controlling
Class Representative and the Operating Advisor, the Special Servicer may offer to sell to any Person, the Mortgage Loan or may
offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices,
that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best
economic interests of the Trust and the Companion Loan Holders (as a collective whole, as if such Certificateholders and the Companion
Loan Holders constituted a single lender taking into account the subordinate nature of the B-Note) on a net present value basis.
The Special Servicer shall provide the Servicer, the Companion Loan Holders, the Certificate Administrator, the Operating Advisor
and the Controlling Class Representative (so long as no Consultation Termination Event is in effect) not less than five (5) Business
Days’ prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer shall be required
to accept the highest offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least
equal to the Par Price or, at its option, if it has received no offer at least equal to the Par Price therefor, the Special Servicer
may purchase the Mortgage Loan at the Par Price. The Companion Loan is to be sold together with the Trust Loan, subject to this
Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.



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(ii)              
In the absence of any offer at least equal to the Par Price (or purchase by the Special Servicer for the Repurchase Price),
the Special Servicer shall accept the highest offer received that is determined by the Special Servicer (or the Trustee as provided
in the next sentence) to be a fair price for the Mortgage Loan, if the highest offeror is a Person other than an Interested Person.
If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an Appraisal
(which may be an Appraisal obtained in the last nine (9) months by the Special Servicer) obtained at the expense of the Trust Fund,
and the Trustee may conclusively rely on the opinion of such Appraisal and such determination shall be binding upon all parties.
All reasonable costs and fees of the Trustee in making such determination will be reimbursable to it first, by the Servicer as
an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an expense
of the Trust. The Trustee, in its individual capacity, may not make an offer for or purchase the Mortgage Loan.
Notwithstanding anything contained in this Section 3.16 to the contrary, if the Trustee is required to determine whether
a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested
Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’
experience in valuing or investing in loans similar to the Mortgage Loan that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to
make such determination, the Trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph
will be covered by, and will be paid in advance by the Interested Person as a condition to the Trustee’s determination; provided
that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.
Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any Affiliate of the foregoing will be entitled
to participate in, and submit a bid in connection with, any sale of the Mortgage Loan to the same extent as any other Certificateholder;
provided that any such Holder of a Controlling Class Certificate and the Controlling Class Representative shall for all
purposes be considered an Interested Person.


(iii)             
The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance
with Applicable Servicing Practices, that the rejection of such offer would be in the best interests of the Holders of the Certificates
and the Companion Loan Holders (as a collective whole, as if such Certificateholders and the Companion Loan Holders constituted
a single lender taking into account the subordinate nature of the B-Note). In addition, the Special Servicer may accept a lower
offer if it determines, in accordance with Applicable Servicing Practices, that the acceptance of such offer would be in the best
interests of the Holders of the Certificates and the Companion Loan Holders (as a collective whole, as if such Certificateholders
and the Companion Loan Holders constituted a single lender taking into account the subordinate nature of the B-Note), provided
that the offeror is not the Special Servicer or a Person that is an Affiliate of any of them. So long as no Consultation Termination
Event is continuing, the foregoing rights of the Special Servicer shall be subject to the rights of the Controlling Class Representative.
The Special Servicer shall use reasonable efforts to sell the Mortgage Loan prior to the Rated Final Distribution Date.



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(iv)            
Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue
such other resolution strategies with respect to the Mortgage Loan, including, without limitation, workout and foreclosure, as
the Special Servicer may deem appropriate, consistent with the Asset Status Report and Applicable Servicing Practices and the REMIC
Provisions.


(b)              
The right of the Special Servicer to purchase or sell the Mortgage Loan after the occurrence of a Special Servicing Loan
Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase
of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no
further force or effect) if the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special
Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Defaulted Mortgage Loan has become subject
to a fully executed agreement reflecting the terms of the workout arrangement or (iii) the Mortgage Loan has otherwise been
resolved (including by a full or discounted pay-off).


(c)              
Any sale of the Mortgage Loan shall be for cash only, and shall be in accordance with and subject to the provisions of the
Co-Lender Agreement.


(d)              
Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a)
without the written consent of the Companion Loan Holders (provided that such consent is not required from a Companion Loan
Holder if such Companion Loan Holder is the Loan Borrower or an Affiliate of the Loan Borrower) unless the Special Servicer has
delivered to the Companion Loan Holders: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt
to sell the Mortgage Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with
any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at
least ten (10) days prior to the proposed sale date, a copy of the most recent appraisals for the Property, and any documents in
the Loan File reasonably requested by such Companion Loan Holder that are material to the price of the Mortgage Loan; and (d) until
the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Servicer or the Special Servicer in connection with the proposed sale; provided that such Companion Loan Holder may
waive any of the delivery or timing requirements set forth in this sentence. Any Companion Loan Holder will be permitted to make
offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan.


Section 3.17.     
Servicing Compensation.(a) The Servicer shall be entitled to receive the Servicing Fee with respect to the Mortgage
Loan (including any Foreclosed Property) payable monthly from the Collection Account or otherwise in accordance with and subject
to Section 3.4(c). The Servicer shall be entitled to retain as compensation any late payment charges and certain other
customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by
it in performing its duties hereunder, in each case, to the extent actually received from the Loan Borrower and permitted by, or
not prohibited by, and to be allocated to such amounts by the terms of the Loan Documents and this Agreement, other than: (i) fees
of any sub-servicer and the expenses of any sub-servicer that would 



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not be reimbursable to Servicer if such expenses were incurred
by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d);
(iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s
accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including
the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the
Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer
in performing its obligations hereunder (the “Servicer Customary Expenses”). So long as no Special Servicing
Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain as additional servicing compensation any
late payment fees and Default Interest (including any late payment fees and Default Interest collected after the occurrence of
a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)),
assumption fees, assumption application fees, substitution fees, release fees, Modification Fees, defeasance fees, consent fees,
amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands and other processing
fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as
permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement (and with respect to any period
prior to the occurrence of a Special Servicing Loan Event, assumption fees, substitution fees, release fees, Modification Fees
and consent fees, to the extent set forth in the last paragraph of this Section 3.17); provided, however,
that the Servicer or Special Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges,
with respect to the Mortgage Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and
until such default or Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with
respect to the Mortgage Loan have been paid in full and all interest on Advances has been paid in full. In addition, the Servicer shall
be entitled to retain as additional servicing compensation release fees and any income earned (net of losses to the extent provided
in this Agreement) on the investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable
to the Loan Borrower).


If a Special Servicing
Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee (including any Foreclosed
Property) with respect to the Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement
for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity
bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer
including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise
to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the
Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the
Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the
Special Servicer in performing its obligations hereunder (the “Special Servicer Customary Expenses”). If a Special
Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Loan
Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee. If at any time
the Mortgage Loan becomes a Specially Serviced Loan, the Special Servicer shall use reasonable efforts, consistent with Accepted
Servicing Practices, to collect the amount of any Special Servicing Fee, Liquidation 



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Fee and/or Work-out Fee from the Loan Borrower
pursuant to Section 17.6 of the Loan Agreement, including exercising all remedies available under the Loan Agreement that
would be in accordance with Accepted Servicing Practices, specifically taking into account the costs or likelihood of success of
any such collection efforts and the Realized Loss that would be incurred by Certificateholders in connection therewith as opposed
to the Realized Loss that would be incurred as a result of not collecting such amounts from the Loan Borrower. Notwithstanding
anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive
a Work-out Fee or a Liquidation Fee, but not both.


If the Special Servicer
is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing
Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest
made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation)
for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with
respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to
any Liquidated Property or the liquidation of the Mortgage Loan or any portion thereof or the Notes (whether through judicial foreclosure,
sale, discounted payoff or other liquidation) as to which the Special Servicer receives Liquidation Proceeds. However, the Special
Servicer shall not be entitled to receive a Liquidation Fee in connection with (i) a repurchase of the Trust Loan by the Sponsor
pursuant to the Loan Purchase Agreement, (ii) a sale of the Mortgage Loan or any portion thereof by the Special Servicer to
an Interested Person in accordance with Section 3.16 or (iii) a purchase of the Trust Loan or a Foreclosed Property
by the Controlling Class Representative or any Affiliate thereof, if such purchase occurs within 90 days after the date on which
the Special Servicer first delivers to the Controlling Class Representative notice of a Loan Event of Default. For the avoidance
of doubt, the intent of Section 17.6 of the Loan Agreement requires the Loan Borrower to be responsible for the payment of
Liquidation Fees and the Special Servicer will be entitled to, and may collect, any Liquidation Fees payable to it from the Loan
Borrower pursuant to such Section 17.6 of the Loan Agreement as would be calculated hereunder. The Liquidation Fee with respect
to the Specially Serviced Loan or Foreclosed Property shall be reduced by the amount of any Modification Fees paid by or on behalf
of the Loan Borrower with respect to the Specially Serviced Loan or Foreclosed Property and received by the Special Servicer as
compensation, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee. Notwithstanding
the foregoing, if the Mortgage Loan becomes subject to a Special Servicing Event solely due to an event described in clause (iii)
of the definition of “Special Servicing Loan Event” and the related Liquidation Proceeds are received within 90 days
following the Stated Maturity Date as a result of the Mortgage Loan being refinanced or receipt of other final payment (other than
a discounted pay-off), the Special Servicer shall not be entitled to deduct a Liquidation Fee from amounts due to the Certificateholders
but may collect and retain appropriate fees from the Loan Borrower in connection with such liquidation.


The Special Servicing
Fee and any Liquidation Fee payable from Liquidation Proceeds (and not the Loan Borrower) shall be payable from funds on deposit
in the Collection Account as provided in Section 3.4(c). The Special Servicer during the continuance of a Special Servicing
Loan Event shall also be entitled to retain as additional servicing compensation any late payment fees (to the extent not applied
pursuant to Section 3.4(c)), Default Interest (to the extent 



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not applied pursuant to Section 3.4(c)), assumption
fees, assumption application fees, Modification Fees, defeasance fees, consent fees and similar fees and expenses and any income
earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property
Account (and with respect to any period prior to the occurrence of a Special Servicing Loan Event, assumption fees, substitution
fees, release fees, Modification Fees and consent fees, to the extent set forth in the last paragraph of this Section 3.17(a)).


Notwithstanding any
other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement
for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the
amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan
Borrower (to the extent the Loan Borrower is required to do so under the Loan Agreement); (ii) failure of the Loan Borrower
to reimburse for such payment constitutes a Loan Event of Default; (iii) such expense is an “unanticipated expense incurred
by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense
(it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or
(iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the
Trust Fund or as an Advance.


Except as otherwise
expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion
of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other
servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall
be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable, in connection with
the assumption by such successor of the duties hereunder pursuant to Section 7.2.


Midland Loan Services,
a Division of PNC Bank, National Association, and any successor holder of the Excess Servicing Fee Rights shall be entitled, at
any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not
in part), to any QIB or Institutional Accredited Investor (other than a Benefit Plan), provided that no such transfer, sale,
pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance
with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a
certificate substantially in the form attached as Exhibit DD-1 hereto, and (iii) the prospective transferee shall have delivered
to Midland Loan Services, a Division of PNC Bank, National Association, and the Depositor a certificate substantially in the form
attached as Exhibit DD-2 hereto. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register
or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise
required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration
or qualification. Midland Loan Services, a Division of PNC Bank, National Association, and each holder of an Excess Servicing Fee
Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and Midland Loan
Services, a Division of PNC Bank, National Association, hereby agrees, and each such holder of an Excess 



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Servicing Fee Right by
its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess
Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchaser,
the Certificate Administrator, the Trustee, the Servicer and the Special Servicer against any liability that may result if such
transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities
laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph.
By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such
information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities
laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. Following
any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or the termination of Midland Loan Services, a Division
of PNC Bank, National Association, as the Servicer, the Person then acting as the Servicer, shall pay, out of each amount paid
to such Servicer as Servicing Fees, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one
Business Day following the payment of such Servicing Fees to such Servicer, in each case in accordance with payment instructions
provided by such holder in writing to such Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under
this Agreement except as set forth in the preceding sentences of this paragraph. None of the Depositor, the Special Servicer, the
Trustee or the Certificate Administrator shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or
the assignment or transfer of the Excess Servicing Fee Right.


With respect to each
Collection Period, the Special Servicer shall deliver or cause to be delivered to the Servicer on the Determination Date, and the
Servicer shall deliver, to the extent it has received, or cause to be delivered to the Certificate Administrator, without charge
on the Remittance Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer
Fees received by the Special Servicer or any of its Affiliates during the related Collection Period; provided that no report
regarding Disclosable Special Servicing Fees shall be required to be delivered if there are no Disclosable Special Servicing Fees
for the related Collection Period.


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 and appraisal fees or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, the Loan Borrower, the Property Manager, any guarantor or indemnitor
in respect of the Mortgage Loan and any purchaser of the Mortgage Loan or the Foreclosed Property) in connection with the disposition,
workout or foreclosure of the Mortgage Loan, the management or disposition of the Foreclosed Property, or the performance of any
other special servicing duties under this Agreement, other than as expressly provided in this Section 3.17; provided,
however, that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


Notwithstanding anything
herein to the contrary, (i) the Servicer and the Special Servicer shall each be entitled to 50% of any Modification Fees incurred
in connection with the extension of the Stated Maturity Date of the Mortgage Loan to which Special Servicer’s consent is
required pursuant to clause (vii)(c) of the definition of Special Servicing Loan Event and (ii) the 



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Servicer
(if no Special Servicing Loan Event has occurred and is continuing) and the Special Servicer shall each be entitled to 50% of any
Modification Fees, assumption fees (excluding assumption application fees), substitution fees, release fees and consent fees incurred
in connection with any Major Decision for which the Special Servicer’s consent is required pursuant to Section 6.5(a).


Section 3.18.     
Reports to the Certificate Administrator; Account Statements. (a)  The Servicer shall prepare, or
cause to be prepared, and deliver to the Certificate Administrator, in an electronic format which format is reasonably acceptable
to the Certificate Administrator, consistent with Accepted Servicing Practices, not later than (i) 2:00 p.m. (New York
time) two (2) Business Days prior to each Distribution Date, the CREFC® Loan Periodic Update File and (ii) 2:00 p.m.
(New York time) on the Remittance Date immediately preceding each Distribution Date, the remaining CREFC® Reports
(except the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC®
Special Servicer Loan File, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheet). The Certificate Administrator shall prepare the CREFC® Bond Level File.


In addition, the Servicer
(with respect to non-Specially Serviced Loans) shall prepare and make available to any Privileged Person on the Servicer’s
internet website (initially, www.pnc.com/midland), and the Special Servicer (with respect to Specially Serviced Loans and REO Property)
shall prepare and deliver to the Servicer (who shall promptly make available to any Privileged Person on the Servicer’s internet
website (initially, www.pnc.com/midland) with respect to the Property and REO Property, a CREFC® Operating
Statement Analysis Report and a CREFC® NOI Adjustment Worksheet within 30 days after the Servicer’s
or Special Servicer’s, as applicable, receipt of each of the Loan Borrower’s quarterly financials (commencing with
the quarter ending March 31, 2020) and annually within 30 days after receipt of each of the Loan Borrower’s annual
financials for the year ending December 31, 2020); provided, however, that any analysis or report with respect
to the first calendar quarter of each year will not be required to the extent not required to be provided in the then-current applicable
CREFC® guidelines. Additionally, the Servicer shall deliver the CREFC® Operating Statement Analysis
Report and the CREFC® NOI Adjustment Worksheet on a monthly basis to the Certificate Administrator; provided,
however, the Servicer shall have no obligation to update such reports except as set forth in the immediately preceding paragraphs,
and no analysis shall be required to the extent such analysis or update is not required to be provided under the then-current applicable
CREFC® Guidelines.


In addition, on a
calendar quarterly basis within 30 days after the Servicer’s receipt of each of the Loan Borrower’s quarterly
financial statements (commencing with the quarter ending March 31, 2020), the Servicer shall deliver, to the extent it has received,
or cause to be delivered to the Certificate Administrator such financial statements.


The Servicer shall
make the CREFC® Reports (except the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis Report
and the CREFC® NOI adjustment worksheet) available (i) prior to the securitization of the Companion Loan, to the
Companion Loan Holder on each Distribution Date; and (ii) following securitization of the Companion Loan, to the master servicer
of the Other Securitization Trust no later than two (2) Business Days after the Determination Date.



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(b)              
The Servicer shall furnish to the Certificate Administrator, in electronic format which format is reasonably acceptable
to the Certificate Administrator, the CREFC® Reports produced by it pursuant to this Agreement not later than the
time period specified in Section 3.18(a), and thereafter, upon the request of the Rating Agency, furnish to the 17g-5
Information Provider for delivery to the Rating Agency the CREFC® Reports produced by it pursuant to this Agreement,
who shall promptly post such reports to the 17g-5 Information Provider’s Website pursuant to Section 10.16.


(c)              
The Servicer shall produce the reports described in this Section 3.18 solely from information provided to the
Servicer by the Loan Borrower pursuant to the Loan Agreement (without modification, interpretation or analysis) or by the Special
Servicer, Sponsor or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or
the Special Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer shall
use efforts consistent with Accepted Servicing Practices to correct patent errors).


Section 3.19.     
Access to Certain Documentation Regarding the Mortgage Loan and Other Information. (a)  The Servicer and
the Special Servicer shall provide to the Certificate Administrator, the Controlling Class Representative (so long as no Control
Termination Event or Consultation Termination Event is in effect), the Trustee, the Initial Purchaser, the Depositor, any Certificateholders
that are federally insured financial institutions, the Federal Reserve Board, the Federal Deposit Insurance Corporation and the
Office of the Comptroller of the Currency and the supervisory agents and examiners of such boards and such corporations, and any
other governmental or regulatory body to the jurisdiction of which any Certificateholder is subject, access to the documentation
regarding the Mortgage Loan required by applicable regulations of the Federal Reserve Board, Federal Deposit Insurance Corporation,
Office of the Comptroller of the Currency or any such governmental or regulatory body, such access being afforded without charge
but only upon reasonable request and during normal business hours at the offices of the Servicer or Special Servicer.


(b)              
The Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available
to Bloomberg Financial Markets, L.P., CMBS.com, Inc., Trepp, LLC, Intex Solutions, Inc., Moody’s Analytics, BlackRock Financial
Management, Inc. and RealINSIGHT or such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification
in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® Reports and
supplemental notices delivered or made available pursuant to Section 8.14(c) to Privileged Persons and providing such
information shall not constitute a breach of this Agreement by the Certificate Administrator.


(c)              
If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party
due diligence services such party may have provided with respect to the Trust Loan (“Due Diligence Service Provider”),
such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website. The 17g-5 Information shall post on the 17g-5 Information Provider’s Website
any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Agreement,
promptly upon receipt thereof.



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(d)              
The Special Servicer shall promptly notify the Certificate Administrator and the Trustee if the Special Servicer has actual
knowledge that any Special Servicer Termination Event has occurred.


Section 3.20.     
Inspections. The Servicer shall inspect or cause to be inspected the Property not less frequently than once each
year commencing in 2020; provided, however, that the Servicer shall not be required to inspect the Property if it
has been inspected by the Special Servicer in the preceding 12 months. The Special Servicer shall inspect or cause to be inspected
the Property as applicable and as soon as practicable following the occurrence of a Special Servicing Loan Event and annually for
so long as a Specially Serviced Loan Event is continuing. The Servicer or the Special Servicer, as applicable, shall further inspect,
or cause to be inspected, the Property whenever it receives information that the Property has been damaged, left vacant, or abandoned,
or if waste is being committed thereto. All such inspections shall be performed in such manner as shall be consistent with Accepted
Servicing Practices. The cost of the annual inspections referred to in the first sentence of this paragraph shall be an expense
of the Servicer; the cost of all additional inspections referred to in this paragraph shall be a Trust Fund Expense and if paid
by the Servicer shall constitute a Property Protection Advance or an Administrative Advance. The Servicer or Special Servicer,
as the case may be, shall prepare a written report of inspection and deliver it to the Certificate Administrator. The Certificate
Administrator shall post such report on the Certificate Administrator’s Website pursuant to Section 8.14(b).


Section 3.21.     
Advances. (a)  In the event that a Monthly Payment (or an Assumed Monthly Payment, as applicable) (other
than the Balloon Payment) or any portion of a Monthly Payment (or an Assumed Monthly Payment, as applicable) (other than any Balloon
Payment) on the Trust Loan has not been received by the close of the Business Day immediately prior to the Remittance Date, the
Servicer, subject to its determination that such amounts are not Nonrecoverable Advances, shall make an advance on such Remittance
Date to the Distribution Account, in an amount equal to the Monthly Payment (or an Assumed Monthly Payment, as applicable), or
any such portion of the Monthly Payment (or an Assumed Monthly Payment, as applicable) on the Trust Loan that was delinquent as
of the close of the Business Day immediately prior to such Remittance Date, in each case, net of the Servicing Fee (which will
not be paid to the Servicer until the funds in the Collection Account are available for payment of such fee); provided that
neither the Servicer nor any other party shall be entitled to interest accrued on the amount of any Monthly Payment Advance with
respect to any the Trust Loan if the related Monthly Payment (or an Assumed Monthly Payment, as applicable) in respect of the Trust
Loan is received by the Servicer or the Certificate Administrator, as applicable, by 2:00 p.m., New York time, on such Remittance
Date. For the avoidance of doubt, in the event that the amount of interest on the Trust Loan is reduced as a result of any modification
to the Trust Loan, any future Monthly Payment Advance made with respect to such modified Trust Loan shall be in such amounts as
may be required as a result of such reduction. The Servicer shall maintain a record of each Monthly Payment Advance it has made
pursuant to this Section 3.21(a) on the Trust Loan and the amount allocated to the related Trust Note on a Note-by-Note
Basis and shall notify the Certificate Administrator thereof in the appropriate CREFC® Reports in order to permit
allocation thereof pursuant to Sections 3.4 and 3.5. In the event that the Servicer does not remit any amounts
required to be remitted to the Certificate Administrator on each Remittance Date (including any amounts required to be remitted
pursuant to Section 3.5 and any required Monthly Payment Advance) to the Certificate Administrator for deposit in the
Distribution Account on the Remittance Date, the 



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Servicer shall pay to the Certificate Administrator interest on such amounts at
the federal funds rate for the period from and including the Remittance Date to but excluding the Distribution Date or, if earlier,
the actual remittance date. The Servicer and, if applicable pursuant to Section 3.21(c), the Trustee, shall notify
each of the master servicer, the special servicer and the trustee under any Other Pooling and Servicing Agreement of the amount
of any Monthly Payment Advance on the Trust Loan it has made within two (2) Business Days of making any such Monthly Payment Advance.


Notwithstanding anything
herein to the contrary, Monthly Payment Advances (other than any Nonrecoverable Advance) with respect to the Trust Loan shall be
reimbursed solely out of amounts allocated to the Trust Loan pursuant to the Co-Lender Agreement and will not be reimbursed out
of amounts allocated to the Companion Loan, and Companion Loan Advances (other than any Nonrecoverable Advance) with respect to
the Companion Loan shall be reimbursed solely out of amounts allocated to such Companion Loan pursuant to the Co-Lender Agreement
and will not be reimbursed out of amounts allocated to the Trust Loan or the other Companion Loan.


At any time that an
Appraisal Reduction Amount exists, the amount that would otherwise be required to be advanced by the Servicer in respect of delinquent
payments of principal and interest on the Trust Loan shall be reduced by multiplying such amount by a fraction, the numerator of
which is the then outstanding principal balance of the Trust Loan minus the applicable Appraisal Reduction Amount and the denominator
of which is the then outstanding principal balance of the Trust Loan.


(b)              
Subject to Section 3.21(e), the Servicer shall advance for the benefit of the Certificateholders and the Companion
Loan Holders, to the extent it determines that such amount is not a Nonrecoverable Advance, all customary and reasonable out-of-pocket
costs and expenses incurred by the Servicer or the Special Servicer in the performance of its servicing obligations, including,
but not limited, to the costs and expenses incurred in connection with (i) the preservation, restoration, operation and protection
of the Property which, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are
necessary to prevent an immediate or material loss to the Trust Fund’s interest in the Property, (ii) the payment of
(A) real estate taxes, assessments and governmental charges that may be levied or assessed against the Loan Borrower or any
of its affiliates or the Property or revenues from the Property or which become liens on such Property, (B) insurance premiums,
(C) ground lease rents or other amounts required to be paid under any ground leases and (D) the out-of-pocket costs and expenses
of the Servicer or the Special Servicer, as applicable (including, without limitation, reasonable attorneys’ fees and expenses)
to the extent not paid by the Loan Borrower that are incurred in connection with assumption of the Mortgage Loan or a release of
the Property from the lien of the Mortgage, (iii) any enforcement or judicial proceedings, including foreclosures and including,
but not limited to, court costs, attorneys’ fees and expenses and costs for third-party experts, including appraisers and
environmental and engineering consultants, and (iv) the management, operation and liquidation of the Property if such Property
is acquired by the Special Servicer or its affiliate in the name of the Trustee on behalf of the Trust (collectively, “Property
Protection Advances”). During the continuation of a Special Servicing Loan Event, the Special Servicer shall give the
Servicer and the Trustee not less than five (5) Business Days’ written notice before the date on which the Servicer is requested
to make any Property Protection Advance with respect to the Mortgage Loan 



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or the Foreclosed Property; provided, however,
that only three (3) Business Days’ written notice shall be required in respect of Property Protection Advances required to
be made on an urgent or emergency basis (which may include, without limitation, Property Protection Advances required to make tax
or insurance payments). In addition, the Special Servicer shall provide the Servicer with such information in its possession as
the Servicer may reasonably request to enable the Servicer to determine whether a requested Property Protection Advance would constitute
a Nonrecoverable Advance. Notwithstanding anything herein to the contrary, if the Special Servicer requests that the Servicer make
an Advance, the Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Advance. The
Servicer, the Special Servicer and, if applicable pursuant to Section 3.21(c), the Trustee shall notify each of the
master servicer, the special servicer and the trustee under any Other Pooling and Servicing Agreement of the amount of any Property
Protection Advance it has made within two (2) Business Days of making any such Property Protection Advance.


(c)              
To the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall
be required to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and
the Trustee (pursuant to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this
Agreement, and shall continue to apply after any modification or amendment of the Mortgage Loan pursuant to Section 3.22
hereof, beyond the Stated Maturity Date of the Mortgage Loan if a payment default shall have occurred on such date and through
any court appointed stay period or similar payment delay resulting from any insolvency of the Loan Borrower or related bankruptcy,
notwithstanding any other provision of this Agreement, other than the requirement of recoverability, and shall continue, subject
to the requirement of recoverability, until the earlier of (i) the payment in full of the Trust Loan and (ii) the date
on which the Property becomes liquidated.


(d)              
Interest on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding
at a rate of interest equal to the Prime Rate (the “Advance Rate”) for each such day (or the most recent day
on which the Prime Rate was reported, if not reported on such day) on the basis of a year of 360 days and the actual number
of days elapsed in a month. Interest on the Advances shall compound annually.


(e)              
Notwithstanding any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to
make an Advance only to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together
with any previous unreimbursed Advances and interest on all those Advances at the Advance Rate, would not constitute a Nonrecoverable
Advance if made. The Trustee and the Servicer, in that order, shall be entitled to reimbursement for any such Advances from the
Collection Account and shall obtain such reimbursement in accordance with Section 3.4(c). If the context requires,
each reference to the reimbursement or payment of an Advance shall be deemed to include, whether or not specifically referred to,
payment or reimbursement of interest thereon at the Advance Rate through the date of payment or reimbursement.


(f)               
The determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance,
if made, would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate to the
Certificate Administrator, the Companion Loan Holders, the Operating Advisor, the Controlling 



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Class Representative (so long as
no Consultation Termination Event is continuing), the Servicer and the Trustee (if such determination is made by the Servicer),
detailing the reasons for such determination with supporting documents attached. Such Officer’s Certificate shall be made
available to any Privileged Person by the Certificate Administrator posting such Officer’s Certificate to the Certificate
Administrator’s Website pursuant to Section 8.14(b). The costs of any appraisals, reports or surveys and other
information requested by the Servicer or the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated as Trust
Fund Expenses, payable from the Collection Account pursuant to Section 3.4(c), and shall constitute a Property Protection
Advance, if paid by the Servicer or the Trustee from its funds. The Servicer’s determination of nonrecoverability in accordance
with the above provisions shall be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively
thereupon. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination
in its reasonable business judgment.


(g)              
The Servicer and the Trustee are not obligated to advance or pay (i) the delinquent scheduled payments with respect
to the Companion Loan, (ii) the Balloon Payment with respect to the Trust Loan or the Companion Loan (but are required to advance
the Assumed Monthly Payment with respect to the Trust Loan), (iii) any Default Interest, (iv) amounts required to cure
any damages resulting from Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure of the Property
to comply with any applicable law, including any environmental law, or (except in connection with the foreclosure or other acquisition
of the Property in accordance with Section 3.12 upon the occurrence of a Loan Event of Default) to investigate, test,
monitor, contain, clean up, or remedy an environmental condition present at the Property, (v) any losses arising with respect
to defects in the title to the Property, (vi) any costs of capital improvements to the Property other than those necessary
to prevent an immediate or material loss to the Trust’s interest in the Property, (vii) subordinated obligations or (viii)
any Prepayment Charges.


(h)              
The Servicer or the Trustee may consider (among other things) the following when making a non-recoverability determination:
(a) the obligations of the Loan Borrower under the terms of the Mortgage Loan as it may have been modified, (b) the Property in
its “as is” or then-current condition and occupancy, (c) future expenses, (d) the subordinate nature of Note B and
recoveries of Monthly Payment Advances thereon and (e) the timing of recoveries, in the case of clauses (b) through (e),
each as modified by such party’s assumptions (consistent with Accepted Servicing Practices in the case of the Servicer or
in its commercially reasonable 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 the Property.


Section 3.22.     
Modifications of Loan Documents. (a)  (i) The Servicer (if no Special Servicing Loan Event has occurred
or is continuing) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing), subject to (x) the consent
of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event with respect to
Major Decisions, (y) the consultation and review rights of the Controlling Class Representative after the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event with respect to
Major Decisions and (z) the consultation and review rights of the Operating Advisor provided for in this Agreement after the occurrence
and during the continuance of an Operating Advisor Consultation Event with 



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respect to Major Decisions, may modify, waive or amend
any term of the Mortgage Loan if such modification, waiver or amendment (a) is consistent with the Accepted Servicing Practices
and (b) does not result in an Adverse REMIC Event (and the Servicer or the Special Servicer, as applicable, may obtain and
be entitled to rely upon an Opinion of Counsel in connection with such determination) or cause any REMIC related to any Other Securitization
Trust securities to fail to qualify as a REMIC under the Code. Notwithstanding anything herein to the contrary, in no event may
the Servicer or the Special Servicer permit an extension of the Stated Maturity Date beyond the date that is seven (7) years prior
to the latest Rated Final Distribution Date. In connection with (i) the release of the Property or a portion of the Property
from the lien of the Mortgage or (ii) the taking of the Property or portion of the Property by exercise of the power of eminent
domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value
ratio of the remaining portion of such Property, for purposes of REMIC qualification of the Trust Loan, then, unless then permitted
by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any.


(b)              
All modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent
with Accepted Servicing Practices, the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer or the Special
Servicer, as applicable, shall notify the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor, the Companion
Loan Holders, the Controlling Class Representative (so long as no Consultation Termination Event is continuing) and the Depositor,
in writing, of any modification, waiver or amendment of any term of the Mortgage Loan and the date thereof, and shall deliver to
the Custodian an original and, if applicable, recorded counterpart of the agreement relating to such modification, waiver or amendment
within ten (10) Business Days following the execution and, if applicable, recordation thereof with a copy to the Operating Advisor
and, so long as no Control Termination Event or Consultation Termination Event is in effect, the Controlling Class Representative.
In the event the Servicer or Special Servicer modifies the interest rate applicable to any Note, any aggregate adverse economic
effect of the modification shall be applied to the Certificates, in reverse order of seniority. If the Mortgage Loan is modified,
the Note Rate on each Note shall not change for purposes of distributions on the Certificates. Notwithstanding the foregoing, neither
the Servicer nor the Special Servicer shall modify the Note Rates unless the Trust Loan is in default or default is reasonably
foreseeable.


(c)              
Subject to Section 3.24, any modification of the Loan Documents that requires a Rating Agency Confirmation pursuant
to the Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency
Confirmation in the Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable,
first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Loan Borrower’s
expense in accordance with the Loan Agreement or, if not so provided in the Loan Agreement or if the Loan Borrower does not pay,
at the expense of the Trust Fund.


(d)              
Promptly after the occurrence and during the continuance of a Special Servicing Loan Event, the Special Servicer shall request
from the Certificate Administrator the name of the current Controlling Class Representative. Upon receipt of the name of such current
Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative
that a Special Servicing Loan Event has occurred. The 



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Certificate Administrator shall be responsible for providing the name of
the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such
to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso
in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine
which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the
Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the
Controlling Class, and the Certificate Administrator shall provide (on a reasonably prompt basis) such list to the Special Servicer
and the Servicer at the expense of the Trust Fund.


(e)              
Subject to Section 3.24, prior to implementing any of the following actions, the Servicer or the Special Servicer
shall obtain a Rating Agency Confirmation with respect to such action:


(i)               
approval of the termination or replacement of the Property Manager, to the extent the Loan Lender’s approval is required
by the Loan Documents; and


(ii)              
any of the actions described in clauses (i), (ii), (iii), (iv), (xi) or (xiii)
of the definition of “Major Decision”.


Notwithstanding the
foregoing, the Servicer and Special Servicer may, subject to certain conditions (but without any Rating Agency Confirmation) grant
a Loan Borrower’s request for consent to subject the Property to an easement, right-of-way or similar agreement for utilities,
access, parking, public improvements or another similar purpose and may consent to subordination of the Mortgage Loan to such easement,
right-of-way or similar agreement.


(f)               
Notwithstanding the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance
provisions of the Loan Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the 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 Loan Documents, in an amount sufficient to make all scheduled payments
required under the terms of the Mortgage Loan 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 the Mortgage Loan in compliance with the requirements of the terms of the Loan Documents, (iii) one
or more Opinions of Counsel (at the expense of the Loan Borrower) to the effect that the Trustee, on behalf of the Trust, will
have a first priority perfected security interest in such substituted property; provided, however, that, to the extent
consistent with the Loan Documents, the Loan Borrower shall pay the cost of any such opinion as a condition to granting such defeasance,
(iv) to the extent consistent with the Loan Documents, the Loan Borrower shall establish a single purpose entity to act as
a successor mortgagor, if so required by the Rating Agency, (v) to the extent permissible under the Loan Documents, the Servicer
shall use its reasonable efforts to require the Loan Borrower 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 Loan Documents, the Servicer
shall obtain, at the expense of the Loan Borrower, Rating Agency Confirmation from the Rating Agency.



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(g)       The
Servicer shall deposit all payments received by it from defeasance collateral substituted for the Property into the Collection
Account and treat any such payments as payments made on the Mortgage Loan in advance of its Payment Date, and not as a prepayment
of the Mortgage Loan. Notwithstanding anything herein to the contrary, in no event shall the Servicer permit such amounts to be
maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).


Section 3.23.     
Servicer and Special Servicer May Own Certificates. The Servicer, the Special Servicer and any agent thereof
in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it
were not the Servicer, the Special Servicer or such agent except as otherwise provided herein subject to the restrictions on voting
set forth in the definition of Certificateholder.


Section 3.24.     
Rating Agency Confirmations. (a)  Notwithstanding the terms of any Loan Documents, the Co-Lender Agreement
or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation
as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating
Agency Confirmation from the Rating Agency has made a request to the 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,
the Rating Agency has not replied to such request or has responded in a manner that indicates that the Rating Agency is neither
reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party shall be required
(without providing notice to the 17g-5 Information Provider) to (i) confirm that the Rating Agency has received the Rating
Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if
there is no response to the Rating Agency Confirmation request within five (5) Business Days of such confirmation or such second
request (after seeking to confirm that the Rating Agency received such second Rating Agency Confirmation request), as applicable,
then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under
this Agreement relating to the servicing of the Mortgage Loan (other than as set forth in clause (y) below), the
Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) will
be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices,
whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting
Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the
best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided,
however, that with respect to the release of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement
that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any
such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the
Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required under
the Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted Servicing Practices
that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with respect
to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified
Servicer. For all other matters or actions (a) not specifically 



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discussed above in clauses (x) or (y) or
(b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a
Rating Agency Confirmation from the Rating Agency.


(b)              
Any Rating Agency Confirmation requests made by the Servicer, Special Servicer, the Certificate Administrator or Trustee,
as applicable, pursuant to this Agreement, shall be made in writing (an email shall be sufficient as a writing), which writing
shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material
the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the Rating
Agency (including those for Companion Loan Securities) to process such request. Subject to Section 10.17, the Servicer,
the Special Servicer, Certificate Administrator or the Trustee, as applicable, shall furnish such written Rating Agency Confirmation
request to the 17g-5 Information Provider in electronic format, and the 17g-5 Information Provider shall post such request on the
17g-5 Information Provider’s Website in accordance with Section 10.16.


(c)              
Promptly following the Special Servicer’s determination to take any action described in Section 3.24(a)
without receiving Rating Agency Confirmation, the Special Servicer shall, subject to Section 10.17, provide written
notice of such determination 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 10.16.


(d)              
Each Certificateholder, by its acceptance of the Certificates, acknowledges and agrees to the foregoing with respect to
Rating Agency Confirmations.


Section 3.25.     
Miscellaneous Provisions. (a) Notwithstanding the terms of the related Loan Documents, the other provisions
of this Agreement or the Co-Lender Agreement, with respect to the Companion Loan as to which there exists Companion Loan Securities,
if any action relating to the servicing and administration of the Mortgage Loan or a Foreclosed Property (the “Relevant
Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement,
then, except as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation
as a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation
shall be sought by the Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency
Confirmation with respect to any Companion Loan Securities will be subject to, will be permitted to be waived by the Servicer and
the Special Servicer on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency
Confirmations, as set forth in this Agreement; provided that the Servicer or Special Servicer, as applicable, depending
on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterpart (i.e.,
the master servicer or special servicer, as applicable), the counterpart providing or posting Rule 17g-5 information, or such other
party or parties (as are agreed to by the Servicer or the Special Servicer, as applicable, and the applicable parties for the related
Other Securitization Trust), at the expense of the Other Securitization Trust to the extent not borne by the Loan Borrower, and
in such format as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency 



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Confirmation
at least two (2) Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded
to the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable
Relevant Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (iii) any
other materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan
Rating Agency Confirmation promptly following such request.


(b)              
[Reserved].


(c)              
So long as no Control Termination Event or Consultation Termination Event has occurred, the Servicer or the Special Servicer
shall provide notice to the Controlling Class Representative of any proposed sale of the Property by the Loan Borrower, and shall
provide the Controlling Class Representative upon request copies of any offering documentation related thereto received pursuant
to the Loan Documents.


Section 3.26.     
Companion Loan Intercreditor Matters. (a)  If, pursuant to Section 2.9, or Section 3.16
of this Agreement, the Trust Loan is, in its entirety, purchased or repurchased from the Trust, the subsequent holder thereof shall
be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Notes related
to the Trust Loan under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Loan Purchase
Agreement) other documents pertaining to the Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to
the purchaser of the Trust Loan in its capacity as the holder of the Notes related to the Trust Loan (as a result of such purchase,
repurchase or substitution) and (except for the actual Notes) on behalf of the holders of the Notes that represent the Companion
Loan. Thereafter, such Mortgage File shall be held by the holder of the Trust Loan or a custodian appointed thereby for the benefit
thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related
servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer,
as the case may be, under any separate servicing agreement for the Mortgage Loan.


(b)              
Notwithstanding anything in this Agreement to the contrary, the Servicer or Special Servicer, as applicable, shall deliver
reports and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement.


(c)              
[Reserved].


(d)              
At any time after the Companion Loan has become part of an Other Securitization Trust and provided that the applicable
parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer
and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required
to be delivered to the related Companion Loan Holders pursuant to this Agreement or the Co-Lender Agreement shall be delivered
to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to
the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and,
when so delivered to such master servicer and special servicer, the 



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party hereto that is obligated under this Agreement or the
Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery
obligations with respect to such items hereunder or under the Co-Lender Agreement.


Section 3.27.     
The Operating Advisor. (a) The Operating Advisor shall promptly review (i) the actions of the Special Servicer
with respect to the Mortgage Loan when it is a Specially Serviced Loan (as provided in Section 3.10(h), this Section 3.27
and Section 6.5) and the actions of the Special Servicer with respect to Major Decisions relating to the Mortgage Loan
when it is not a Specially Serviced Loan (as provided in Section 6.5) and with respect to which a Major Decision Reporting
Package has been delivered to the Operating Advisor, (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 Final Asset Status Report delivered to the Operating Advisor by
the Special Servicer.


(b)              
Subject to the Privileged Information Exception, the Operating Advisor and its Affiliates will be obligated to keep confidential
any information appropriately labeled as “Privileged Information” received from the Special Servicer or Controlling
Class Representative in connection with the Controlling Class Representative’s exercise of its rights under this Agreement
(including, without limitation, in connection with any Asset Status Report) or otherwise in connection with this transaction, except
under the circumstances described in Section 3.27(f) and subject to any 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.


With respect to the
determination of whether a Control Termination Event, Operating Advisor Consultation Event or Consultation Termination Event has
occurred and is continuing, or has terminated, the Servicer, Special Servicer and Operating Advisor are each entitled to rely solely
on its receipt from the Certificate Administrator of notice thereof or any notice posted to the Certificate Administrator’s
Website pursuant to this Agreement, and, with respect to any obligations of the Operating Advisor, Servicer or Special Servicer
that are performed only after the occurrence and continuance of a Control Termination Event, Operating Advisor Consultation Event
and/or Consultation Termination Event, the Operating Advisor, Servicer or Special Servicer shall have no obligation to perform
any such duties until the receipt of such notice or actual knowledge of the occurrence of a Control Termination Event, Operating
Advisor Consultation Event or Consultation Termination Event, as applicable. The Operating Advisor may at any time request from
the Certificate Administrator confirmation of whether an Operating Advisor Consultation Event occurred during the previous year
and upon such request, the Certificate Administrator shall deliver such confirmation to the Operating Advisor within fifteen (15)
days of such request.


(c)              
(i)  Based on the Operating Advisor’s review of any assessment of compliance, 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 reports required to be delivered by the Special Servicer made available to 



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Privileged
Persons that are posted on the Certificate Administrator’s Website during the prior calendar year, the Operating Advisor
shall (if, at any time during the prior calendar year, (i) the Mortgage Loan was a Specially Serviced Loan or (ii) there
existed an Operating Advisor Consultation Event during which the Operating Advisor had consultation obligations hereunder with
respect to a Major Decision) prepare an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit S (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 Accepted Servicing Practices with respect to its performance of its duties under this Agreement during the prior calendar
year and identifying which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith, the
Special Servicer has failed to comply; provided, however, that in the event the Special Servicer is replaced, the
Operating Advisor Annual Report shall only relate to such 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. Subject
to the restrictions in this Agreement, including, without limitation, Section 3.27(d) hereof, each such Operating Advisor
Annual Report shall (A) identify any material deviations from (i) Accepted Servicing Practices and (ii) the Special
Servicer’s obligations under this Agreement with respect to the resolution or liquidation of the Mortgage Loan when it is
a Specially Serviced Loan or Foreclosed Property and (B) comply with all of the confidentiality requirements described in
this Agreement regarding Privileged Information (subject to a Privileged Information Exception). In preparing such Operating Advisor
Annual Report, the Operating Advisor shall not be required to report on instances of non-compliance with, or deviations from, the
Servicing Standard or the Special Servicer’s obligation under this Agreement that the Operating Advisor determines, in its
sole discretion exercised in good faith, to be immaterial. Such Operating Advisor Annual Report shall be delivered to the Certificate
Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website
in accordance with Section 8.14(b)), the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s
Website in accordance with Section 10.17) and the Depositor; 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. 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 notice of action and 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.



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(d)              
(i)  After the calculation but prior to the utilization by the Special Servicer of any of the calculations related
to (i) Appraisal Reduction Amounts or (ii) net present value in accordance with Section 1.3(d) used in the
Special Servicer’s determination of the course of action to take in connection with the workout or liquidation of the Mortgage
Loan when it is a Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting material
or additional information necessary in support thereof (including such additional information reasonably requested by the Operating
Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating
Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor
shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials,
recalculate and review for accuracy 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 3.27(d) in the event the Operating Advisor does not agree with the mathematical
calculations of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application
of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor
and Special Servicer shall consult with each other in order to resolve any 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 Servicer shall cooperate with the Special Servicer and provide any
information reasonably requested by such Special Servicer necessary for the calculation of the Appraisal Reduction Amount that
is in the Servicer’s possession or reasonably obtainable by the Servicer. In the event the Operating Advisor and the Special
Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating
Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine
the calculations and supporting materials provided by the Operating Advisor and the Special Servicer and determine which calculation
is to apply (and shall provide prompt written notice of such determination to the Operating Advisor and the Special Servicer).


(e)              
Notwithstanding the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating
Advisor shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents,
waivers, lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances,
property management changes, releases from escrow, assumptions and other similar actions that the Special Servicer may perform
under this Agreement.


(f)               
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the Special Servicer and (for so long as no Consultation Termination
Event is continuing) the Controlling Class Representative, disclose such information to any other Person (including any Certificateholders
other than the Controlling Class Representative), other than (i) to the extent expressly set forth herein, to the other
parties to this Agreement with a notice indicating that such information is Privileged Information, (ii) pursuant to a Privileged
Information Exception 



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or (iii) where necessary to support specific findings or conclusions concerning allegations of deviations
from Accepted Servicing Practices (A) in the Operating Advisor Annual Report or (B) in connection with a recommendation
by the Operating Advisor to replace the Special Servicer. Each party to this Agreement that receives information that is appropriately
labeled as “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 other than pursuant to a Privileged Information Exception.
Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and
any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable
to the Operating Advisor.


(g)              
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in
respect of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to
time in accordance with the terms of Section 4.5.


(h)              
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Distribution Date with respect to the Trust Loan. As to the Trust 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 same principal amount, in the same manner and
for the same period respecting which any related interest payment on the Trust Loan is computed.


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses, such amounts to be reimbursed from amounts on deposit in
the Collection Account as provided by Section 3.4. 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 Asset Status Report or 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 3.4 of this Agreement, but only to the extent such
Operating Advisor Consulting Fee is actually received from the Loan Borrower. When the Operating Advisor has consultation obligations
with respect to an Asset Status Report or Major Decision under this Agreement, the Servicer or the Special Servicer, as the case
may be, shall use efforts to collect the applicable Operating Advisor Consulting Fee from the Loan Borrower in connection with
such Asset Status Report or Major Decision that are consistent with the efforts that the Servicer or the Special Servicer, as applicable,
would use to collect the Loan Borrower-paid fees owed to it in accordance with Accepted Servicing Practices, but only to the extent
not prohibited by the related Loan Documents. The 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 Loan Borrower if it determines that such full or partial waiver
is in accordance with the Servicing Standard, but in no event shall the Servicer or such 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 Servicer or Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to
any such waiver or reduction.



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(i)                
Upon (i) the written direction of Holders of Non-Reduced Certificates evidencing not less than 15% of the Voting Rights
of the Non-Reduced Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating
Advisor provided that the proposed successor Operating Advisor is an Eligible Operating Advisor) and (ii) payment by
such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice to all Certificateholders
and the Operating Advisor of such request by posting such notice on the Certificate Administrator’s Website in accordance
with Section 8.14(b), and concurrently by mail at their addresses appearing on the Certificate Register. Upon the written
direction of holders of more than 50% of the Voting Rights of the Non-Reduced Certificates that exercise their right to vote (provided
that holders of at least 50% of the Voting Rights of the Non-Reduced Certificates exercise their right to vote), the Trustee will
terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any rights or obligations
that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights
(arising out of events occurring prior to such termination)) by written notice to the Operating Advisor, and the proposed successor
operating advisor will be appointed.


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner of Certificates
may access notices under the “U.S. Risk Retention Special Notices” tab of a request of a vote to terminate and replace
the Operating Advisor on the Certificate Administrator’s Website, and each Certificateholder and Beneficial Owner of Certificates
may register to receive email notifications when such notices are posted on the Certificate Administrator’s Website. The
Certificate Administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses
of posting notices of such requests.


(j)                
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates) the Trustee shall, promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. If the Trustee is unable to find a replacement Operating Advisor that is an Eligible Operating Advisor within
30 days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. Upon any termination
of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as possible, give
written notice of the termination and appointment to the Special Servicer, the Servicer, the Certificate Administrator, the Depositor,
the Controlling Class Representative (only if no Consultation Termination Event is continuing), the Certificateholders and the
17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 10.16.


(k)              
The Holders of Certificates representing at least 25% of the Voting Rights hereunder may waive such Operating Advisor Termination
Event within twenty (20) days of the 



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receipt of notice from the Certificate Administrator of the occurrence of such Operating Advisor
Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor Termination Event shall
cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of an Operating Advisor
Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and
expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior
to such waiver from the Trust.


(l)              
[Reserved].


(m)            
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior
written notice to the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Controlling
Class Representative, if applicable, if the Operating Advisor has secured a replacement that is an Eligible Operating Advisor 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 the Rating Agency. No such resignation by the Operating
Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s
responsibilities and obligations. If no successor Operating Advisor has been so appointed and accepted the appointment within 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. 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 3.27.


(n)             
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.27(h) and shall also remain entitled to any rights of indemnification provided hereunder.


(o)             
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.3, the Operating Advisor shall have no liability to any Certificateholder for any
actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely
as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary
duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty to any
particular Class of Certificates or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


(p)             
The Operating Advisor shall not make any investment in any Class of Certificates.



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(q)             
The Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy
clause (c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related
agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.27.
However, the Operating Advisor shall remain obligated and primarily liable for any actions required to be performed by it hereunder
without diminution of any such 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 hereunder.


(r)              
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 Loan Borrower involved in this securitization, any experience or knowledge gained by the Operating
Advisor from such other engagements may not be imputed to the Operating Advisor for this transaction; provided, however,
the Operating Advisor may consider such experience or knowledge as pertinent information for discussion with the Special Servicer
during its periodic meetings. 


Section 3.28.     
Credit Risk Retention. (a)  The Third Party Purchaser, prior to its acquisition of Certificates that constitute
the Required Third Party Purchaser Retention Amount, will be required to enter into an agreement with the Retaining Sponsor (the
“Credit Risk Retention Compliance Agreement”). Such agreement shall be deemed to refer initially to that certain
TPP Risk Retention Agreement, dated as of December 11, 2019, by and among the Depositor, the Retaining Sponsor and the Third
Party Purchaser.


(b)             
None of the Servicer, the Special Servicer, Trustee, the Certificate Administrator, the Operating Advisor (other than as
set forth in clause (c) below) or the Custodian shall be obligated to monitor, supervise or enforce the performance of any
party under the Credit Risk Retention Compliance Agreement.


(c)              
The Operating Advisor, on behalf of the Retaining Sponsor, shall provide notice to the Third Party Purchaser to prompt the
timely delivery of the quarterly certification required to be provided by the Third Party Purchaser pursuant to Section 3(g) of
the Credit Risk Retention Compliance Agreement and notify the Retaining Sponsor of any noncompliance by the Third Party Purchaser
with such delivery requirement of which the Operating Advisor has actual knowledge. In connection with the foregoing, the Depositor
shall cause the Retaining Sponsor to provide the Operating Advisor via email on the Closing Date with a fully executed version
of the Credit Risk Retention Compliance Agreement referred to in Section 3.28(a) above.


Article 4



PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS


Section 4.1.         
Distributions. (a)  On each Distribution Date, to the extent of Available Funds, amounts held in the Lower-Tier
Distribution Account shall be withdrawn and distributed to the Upper-Tier REMIC in respect of the Uncertificated Lower-Tier Interests,
for deposit into the Upper-Tier Distribution Account, and to the Class R Certificates in respect of the 



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Class LT-R Interest in
accordance with Section 4.1(c) and immediately thereafter, amounts so distributed to the Upper-Tier REMIC shall be
withdrawn from the Upper-Tier Distribution Account and distributed by the Certificate Administrator in the following amounts:


first, to the
Class A and Class X Certificates, on a pro rata basis (based on their respective Interest Distribution Amount), in
respect of interest, up to the Interest Distribution Amount for each such Class and such Distribution Date;


second, to
the Class A Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


third, to the
Class A Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


fourth, to
the Class B Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


fifth, to the
Class B Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such
Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant to all
prior clauses, until the Certificate Balance of such Class is reduced to zero;


sixth,
to the Class B Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates;


seventh, to
the Class C Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


eighth, to
the Class C Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


ninth, to the
Class C Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


tenth, to the
Class D Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


eleventh, to
the Class D Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


twelfth, to
the Class D Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;



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thirteenth,
to the Class E Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


fourteenth,
to the Class E Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount
for such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


fifteenth,
to the Class E Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates;


sixteenth,
to the Class HRR Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


seventeenth,
to the Class HRR Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


eighteenth,
to the Class HRR Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates; and


nineteenth,
when the Certificate Balances of all Classes of Sequential Pay Certificates have been reduced to zero and after payment in full
of all unpaid expenses of the Trust, to the Class R Certificates (in respect of the Class UT-R Interest), any remaining
amounts.


In no event will any
Class of Certificates receive distributions in reduction of its Certificate Balance that in the aggregate exceed the original Certificate
Balance of such Class.


(b)              
On each Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive (A) distributions
in respect of principal in an amount equal to the amount of principal actually distributable to its respective Related Certificates
as provided in Section 4.1(a), and (B) distributions with respect of reimbursement of Realized Losses in an amount
equal to the reimbursement of Realized Losses actually distributable to its respective Related Certificates as provided in Section 4.1(g).
On each Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive distributions in respect
of interest in an amount equal to the sum of the Interest Distribution Amount and Interest Shortfall in respect of its Related
Certificates and, in the case of the Class LA Uncertificated Interests, the Interest Distribution Amount and Interest Shortfall
in respect of the Class X Certificates (computed based on an interest rate equal to the Class X Strip Rate for the related
Regular 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 4.1(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.



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Any amount that remains
in the Lower-Tier Distribution Account on each Distribution Date after both the distribution of the Lower-Tier Distribution Amount
and any Prepayment Charge distributed pursuant to Section 4.3 shall be distributed to the Holders of the Class R
Certificates (in respect of the Class LT-R Interest, but only to the extent of the amount remaining in the Lower-Tier Distribution
Account, if any).


Distributions to the
Holders of the Class R Certificates (in respect of the Class LT-R Interest) from the Lower-Tier Distribution Account
and to the Holders of the Class R Certificates (in respect of the Class UT-R Interest) and to other Certificateholders
from the Upper-Tier Distribution Account on each Distribution Date shall be made by the Certificate Administrator (after withdrawing
any amounts deposited in the Distribution Account in error to the extent funds are available for such purpose) to each Certificateholder
of record on the related Record Date (other than as provided in Section 9.1 in respect of the final distribution),
by wire transfer in immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor; provided that the Certificate Administrator has received appropriate
wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register
if wiring instructions have not been received at least five (5) Business Days prior to the Distribution Date.


(c)             
All amounts distributable to a Class of Certificates pursuant to Section 4.1(a) on each Distribution Date shall
be allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests.
Such distributions shall be made on each Distribution Date to each Certificateholder of record at the close of business on the
related Record Date by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator
has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor
in the Certificate Register if wiring instructions have not been received at least five (5) Business Days prior to the Distribution
Date. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the location specified by the Certificate Administrator in the notice to Certificateholders of such final distribution.


(d)              
The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate
Administrator that the final distribution with respect to any Class of Certificates is expected to be made, mail to each Holder
of such Class of Certificates on such date a notice to the effect that:


(i)               
the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution
with respect to such Class of Certificates shall be made on such Distribution Date, but only upon presentation and surrender
of such Certificates at the office of the Certificate Administrator therein specified; and


(ii)              
if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after
the Certificate Interest Accrual Period related to such Distribution Date.



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(e)             
Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the
failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.1
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 to
receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall
have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps
to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of
holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All such amounts shall be
held by the Certificate Administrator in trust in accordance herewith until the expiration of a two-year period following such
second notice, notwithstanding any termination of the Trust Fund. If within two years after the second notice any such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator shall hold all amounts distributable to the Holders
thereof for the benefit of such Holders, subject to Applicable Law, until the earlier of (i) its termination as Certificate
Administrator hereunder and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund, at which time such amounts shall be distributed, subject to applicable law, to the Depositor. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.1(e).
Any such amounts transferred to the Certificate Administrator will remain uninvested. In the event the Certificate Administrator
is permitted or required to invest any amounts in Permitted Investments under this Agreement in the event of its assumption of
the duties of, or becoming the successor to, the Servicer or the Special Servicer, as applicable, in accordance with the terms
of this Agreement, it shall invest such amounts in Permitted Investments under clause (i) of the definition of
Permitted Investments.


(f)              
Subject to the following sentence, the Certificate Administrator shall be responsible for the calculations with respect
to distributions from the Trust so long as the Trust Fund has not been terminated in accordance with this Agreement. The Certificate
Administrator shall have no duty to recompile, recalculate or verify the accuracy of information provided to it by the Servicer
pursuant to Section 3.18(a) and, in the absence of manifest error in such information, may conclusively rely upon it.


(g)              
On each Distribution Date, Realized Losses with respect to the Trust Loan shall be allocated to and applied as a reduction
of the Certificate Balance of each Class of Sequential Pay Certificates in the following order:


first, to the
Class HRR Certificates;


second, to
the Class E Certificates;


third, to the
Class D Certificates;



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fourth, to
the Class C Certificates;


fifth, to the
Class B Certificates; and


sixth, to the
Class A Certificates.


in each case, until the Certificate
Balance thereof has been reduced to zero.


The Notional Amount
of the Class X Certificates shall be reduced by the amount of Realized Losses allocated to the Class A Certificates.


Section 4.2.         
Withholding Tax. (a)  Notwithstanding any other provision of this Agreement, the Certificate Administrator
shall comply with all federal withholding requirements with respect to payments to Certificateholders or payees that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for any such withholding and each Certificateholder or payee is hereby deemed to have agreed by virtue of its purchase of such
Certificate (or beneficial ownership interest in such Certificate) to provide all information required by the Certificate Administrator.
In the event the Certificate Administrator withholds any amount from interest payments or advances thereof to any Certificateholder
or payee pursuant to federal withholding requirements, amounts so withheld shall be treated as having been entirely distributed
to such Certificateholder or payee, and the Certificate Administrator shall indicate the amount withheld to such Certificateholder
or payee through a report.


Section 4.3.         
Allocation and Distribution of Prepayment Charges. On any Distribution Date, Prepayment Charges, if any, collected
in respect of the Trust Loan during the related Collection Period shall be distributed to the Holders of the Sequential Pay Certificates
(excluding the Class E and Class HRR Certificates) and the Class X Certificates, in the following manner: (A) pro rata, (i)
the group (“YM Group A”) of Class A, Class X, Class B and Class C Certificates, and (ii) the group (“YM
Group B” and, collectively with YM Group A, the “YM Groups”) of Class D Certificates, based upon the
aggregate amount of principal distributed to the Classes of Sequential Pay Certificates in each YM Group on such Distribution Date;
(B) as among the Classes of Certificates in YM Group A, in the following manner: (x) on a pro rata basis in accordance with
their respective entitlements in those Prepayment Charges, to each Class of Sequential Pay Certificates in such YM Group A in an
amount equal to the product of (i) a fraction whose numerator is the amount of principal distributed to such Class on such Distribution
Date and whose denominator is the total amount of principal distributed to all of the Sequential Pay Certificates in YM Group A
representing principal payments in respect of the Trust Loan on such Distribution Date, (ii) the Base Interest Fraction for the
related principal prepayment and such Class of Sequential Pay Certificates, and (iii) the aggregate amount of Prepayment Charges
collected in respect of the Trust Loan during the related Collection Period and allocated to YM Group A, and (y) the portion of
such Prepayment Charges allocated to YM Group A remaining after such distributions to the applicable class(es) of Sequential Pay
Certificates in such YM Group A, to the Class X Certificates; and (C) with respect to YM Group B, to the Class D Certificates.


No Prepayment Charges
will be distributed to holders of the Class E, Class HRR and Class R Certificates.



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On each Distribution
Date, the Certificate Administrator shall apply amounts related to Prepayment Charges then on deposit in the Lower-Tier Distribution
Account and received during or prior to the related Collection Period to the Class LA Uncertificated Interest pursuant to
this Section 4.3.


Section 4.4.         
Statements to Certificateholders. (a)  On each Distribution Date, based in part on information provided
by the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall prepare and make available on the Certificate
Administrator’s Website pursuant to Section 8.14(b) to any Privileged Person and any Borrower Related Party that
certifies to the Certificate Administrator in the form of Exhibit BB-2 that it is a Certificateholder or Beneficial Owner
of a Certificate, a statement, based in part upon the information provided to it by the Servicer and the Special Servicer, as applicable,
in respect of the distributions made on such Distribution Date (a “Distribution Date Statement”) setting forth,
among other things:


(i)               
for each Class of Certificates (other than the Class R Certificates), (a) the amount of the distributions made on such
Distribution Date allocable to interest at the Pass-Through Rate and/or the amount allocable to principal (separately identifying
the amount of any principal payments (specifying the source of such payments)), (b) the amount of any Prepayment Charges collected
on the Trust Loan and the amount thereof allocated to each Class of Certificates, and (c) the amount of interest paid on Advances
from Default Interest and allocable to such Class of Certificates;


(ii)              
if the amount of the distributions to the Holders of each Class of Certificates was less than the full amount that would
have been distributable to such holders if there had been sufficient Available Funds, the amount of the shortfall allocable to
such Class of Certificates, stating separately the amounts allocable to interest and principal;


(iii)             
the amount of any Monthly Payment Advance for such Distribution Date;


(iv)             
the Certificate Balance or Notional Amount, as applicable, of each Class of Certificates (other than the Class R Certificates)
after giving effect to any distribution in reduction of the Certificate Balance or Notional Amount, as applicable, on such Distribution
Date and the allocation of Realized Losses on such Distribution Date, and the amount of Realized Losses allocated to each Class
on such Distribution Date;


(v)              
the principal balance of the Trust Loan and the Companion Loan and the principal balance of each Note as of the end of the
Collection Period for such Distribution Date;


(vi)            
the aggregate amount of unscheduled payments (and the source of such payments) made during the related Collection Period;


(vii)            
identification of any Loan Event of Default, any Special Servicing Loan Event, any Servicer Termination Event or any Special
Servicer Termination Event or any Operating Advisor Termination Event that in any case has been declared as of the close of business
on the second (2nd) Business Day prior to the end of the immediately preceding calendar month;



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(viii)           
the amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with
respect to such Distribution Date, separately listing any Liquidation Fees or Work-Out Fees and any other Loan Borrower charges
retained by the Servicer or Special Servicer and the amount of compensation paid to the Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, and the Trustee, separately listing the Certificate Administrator Fee, the Special Servicing
Fee, the Trustee Fee, the Operating Advisor Fee and the CREFC® Intellectual Property Royalty License Fee paid to
CREFC® with respect to such Distribution Date;


(ix)             
the number of days the Loan Borrower is delinquent in the event that the Loan Borrower is delinquent at least 30 days
and the date upon which any foreclosure proceedings have been commenced;


(x)              
if the Property had as of the close of business on the Loan Payment Date immediately preceding such Distribution Date become
a Foreclosed Property;


(xi)              
information with respect to any declared bankruptcy of the Loan Borrower;


(xii)            
as to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of
such item and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection
Period;


(xiii)           
a list of conveyances or transfers of the Property by the Loan Borrower;


(xiv)           
the aggregate amount of all Advances, if any, not yet reimbursed;


(xv)            
the amount of any reimbursement of Nonrecoverable Advances paid to the Servicer;


(xvi)           
a report identifying any Appraisal Reduction Amount;


(xvii)          
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during
the related Collection Period;


(xviii)         
the amount of Default Interest, if any, and late payment charges, if any, paid by the Loan Borrower during the related Collection
Period;


(xix)           
the original rating of each Class of Certificates and the current rating of each Class of Certificates;


(xx)             
the aggregate amount of Loan Borrower Reimbursable Trust Fund Expenses;


(xxi)            
the current Controlling Class; and


(xxii)           
the identity of the current Controlling Class Representative.



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The Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Servicer and the Special Servicer may agree to enhance the reporting
requirements of the Distribution Date Statement without Certificateholder approval. Assistance in using the Certificate Administrator’s
Website can be obtained by calling the Certificate Administrator’s investor relations desk at (866) 846-4526. The Certificate
Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Certificate
Administrator’s Website only by virtue of its receipt and posting such information to the Certificate Administrator’s
Website or its filing of such information, to the extent such information was not produced by the Certificate Administrator.


Within a reasonable
period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time
during the calendar year was a Certificateholder, a statement containing the information set forth in clauses (i),
(ii), (viii) and (xx) above as to the applicable Class, aggregated for such calendar year or applicable portion
of such year during which such Person was a Certificateholder, together with such other information as the Certificate Administrator
deems necessary or desirable, or that a Certificateholder or Beneficial Owner of a Certificate reasonably requests, to enable Certificateholders
to prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to
any requirements of the Code as from time to time are in force.


The Certificate Administrator
will be entitled to rely on all information provided to it by the Servicer or the Special Servicer without independent verification.
The Servicer, the Special Servicer, the Trustee and the Certificate Administrator will be entitled to rely on information supplied
by the Loan Borrower without independent verification.


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner of Certificates
may access notice of a request of a vote to terminate and replace the Special Servicer on the Certificate Administrator’s
Website, and each Certificateholder and Beneficial Owner of Certificates may register to receive email notifications when such
notices are posted on the Certificate Administrator’s Website. The Certificate Administrator will be entitled to reimbursement
from the requesting Certificateholders for the reasonable expenses of posting notices of such requests.


(b)              
The Certificate Administrator shall, on each Distribution Date make the Distribution Date Statement available to Privileged
Persons and any Borrower Related Party that certifies to the Certificate Administrator in the form of Exhibit BB-2
that it is a Certificateholder or Beneficial Owner of a Certificate, pursuant to Section 8.14(b). The Certificate Administrator’s
obligation to provide such information to Certificateholders and others shall be contingent on the Certificate Administrator’s
receipt of such information from the Servicer and the Special Servicer, as applicable. The Certificate Administrator shall be entitled
to rely on such information provided to it by the Servicer or the Special Servicer without independent verification. To the extent
that the information required to be furnished by the Servicer is based on information required to be provided by the Loan Borrower
or the Special Servicer, the Servicer’s obligation to furnish such information to the Certificate Administrator shall be
contingent on its receipt of such information from the Loan Borrower or the Special Servicer, as applicable. To the extent that
information 



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required to be furnished by the Special Servicer is based on information required to be provided by the Loan Borrower,
the Special Servicer’s obligation to furnish such information shall be contingent upon its receipt of such information from
the Loan Borrower. The Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely
on information supplied by the Loan Borrower without independent verification.


The Certificate Administrator
shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged Persons pursuant to Section 8.14(b)
reports or analyses of net operating income from the Property. Such net operating income reports or analyses shall be prepared
pursuant to Section 3.18 hereof by the Servicer in CREFC® format based on the quarterly, annual and
periodic statements and rent rolls with respect to the Property obtained by the Servicer from the Loan Borrower.


If so authorized by
the Depositor, the Certificate Administrator may make available on the Certificate Administrator’s Website to any Privileged
Person certain other information with respect to the Mortgage Loan (subject to the limitations of Section 3.4(c)).


In addition, the Certificate
Administrator shall make available on the Certificate Administrator’s Website such information as set forth in Section 8.14(b)
herein.


Section 4.5.         
Investor Q&A Forum and Investor Registry. (a)  The Certificate Administrator shall make available to
Privileged Persons only, 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 who are Privileged
Persons may submit questions to (a) the Certificate Administrator relating to the Distribution Date Statement, (b) Servicer
or Special Servicer, as applicable, relating to the reports being made available pursuant to Section 8.14(b)(ii)(B)
and Section 8.14(b)(iii)(A), (B) and (C), the Mortgage Loan or the Property, and (c) the Operating
Advisor relating to annual or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced in
such reports, (collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been
previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Servicer, the Special
Servicer or the Operating Advisor, the Certificate Administrator shall forward the Inquiry to the Servicer, the Special Servicer
or the Operating Advisor, as applicable, in each case via email within a commercially reasonable period of time following receipt
thereof. Following receipt of an Inquiry, the Certificate Administrator, the Servicer, the Special Servicer or the Operating Advisor,
as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the
Servicer, the Special Servicer or Operating Advisor shall be by email to the Certificate Administrator. 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, Servicer,
Special Servicer or Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is not of a type
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 Loan Documents or this Agreement, (iv) answering
any Inquiry would, or is, reasonably expected to result in a waiver of attorney client privilege or the disclosure of attorney
client work-product; (v) answering any Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the



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 Certificate Administrator, Servicer, Special Servicer or Operating Advisor, as applicable, (vi) answering
any Inquiry would violate the applicable confidentiality provisions or (vii) answering any Inquiry is otherwise, for any reason,
not advisable to answer, it shall not be required to answer such Inquiry and, in the case of the Servicer, Special Servicer or
Operating Advisor, shall promptly notify the Certificate Administrator. The Certificate Administrator shall notify the Person who
submitted such Inquiry in the event that the Inquiry will not be answered. 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 Trust and Servicing
Agreement provides that the Certificate Administrator, Servicer, Special Servicer or Operating Advisor shall not answer an Inquiry
if it determines, in its respective sole discretion, that (i) any Inquiry is not of a type described in the Trust 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, the Loan Documents or the Trust and Servicing Agreement, (iv) answering
any Inquiry would, or is, reasonably expected to result in a waiver of attorney client privilege or the disclosure of attorney
client work-product, (v) answering any Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Certificate Administrator, Servicer, Special Servicer or Operating Advisor, as applicable, (vi) answering
any Inquiry would violate the applicable confidentiality provisions or (vii) answering any Inquiry is otherwise, for any reason,
not advisable to answer, no inference should be drawn from the fact that the Certificate Administrator, Servicer, Special Servicer
or Operating Advisor has declined to answer the Inquiry.” No party may post or otherwise disclose information known to such
party to be Privileged Information; provided that the Certificate Administrator shall have no obligation to review any inquiry
or answer received by it for posting to the Investor Q&A Forum to determine if such inquiry or answer contains any such direct
communication with the Controlling Class Representative, or otherwise to consult with the party from whom such inquiry or answer
is received to confirm the same, and the Certificate Administrator shall have no liability in connection with its posting to the
Investor Q&A Forum of any inquiry or answer containing such direct communication. 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 Initial Purchaser
or the Certificate Administrator (as applicable) or any of their respective affiliates. None of the Initial Purchaser, Depositor,
or any of their respective affiliates will certify to any of the information posted in the Investor Q&A Forum and no such party
shall have any responsibility or liability for the content of any such information. The Certificate Administrator shall not be
required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator
determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions,
answers and other communications that are not submitted via the Certificate Administrator’s Website. In addition to the Certificate
Administrator’s receipt of the Investor Certification to confirm that such Person is a Privileged Person, the Certificate
Administrator may require acceptance of an additional waiver and disclaimer for access to the Investor Q&A Forum. No party
to this Agreement shall be permitted to disclose Privileged Information in the Investor Q&A Forum.


(b)              
The Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner, the Investor Registry.
The “Investor Registry” shall be a voluntary service via the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners can register and thereafter obtain information with respect to any other Certificateholder 



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or Beneficial
Owner that has so registered. Any person registering to use the Investor Registry shall certify that (a) it is a Certificateholder
or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact information
available on the Investor Registry for at least forty-five (45) days from the date of such certification to other registered Certificateholders
and registered Beneficial Owners and such other certifications as the Certificate Administrator may require. Such Person shall
then be asked to provide certain mandatory fields such as the individual’s name, the company name and email address, as well
as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Beneficial
Owner notifies the Certificate Administrator in writing 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. In addition to the Certificate Administrator’s
receipt of the Investor Certification to confirm that such Person is a Privileged Person, the Certificate Administrator may require
acceptance of a waiver and disclaimer for access to the Investor Registry.


Article 5



THE CERTIFICATES


Section 5.1.         
The Certificates. (a)  The following table sets forth the designation and aggregate Initial Certificate
Balance and Pass-Through Rate for each Class of Certificates.


	
        Class
        of Certificates
	
        Initial
        Certificate Balance or Initial Notional Amount
	
        Pass-Through
        Rate

	Class A	$150,360,000	Class A Pass-Through Rate
	Class X	$150,360,000	Class X Pass-Through Rate
	Class B	$27,040,000	Class B Pass-Through Rate
	Class C	$33,400,000	Class C Pass-Through Rate
	Class D	$39,000,000	Class D Pass-Through Rate
	Class E	$35,550,000	Class E Pass-Through Rate
	Class HRR	$19,650,000	Class HRR Pass-Through Rate
	Class R	N/A	N/A


The Certificates shall
be issued in substantially the respective forms set forth as Exhibits A-1 through A-8 hereto, 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.



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(b)            
The Certificates of each Class of Sequential Pay Certificates shall be issued in minimum denominations of $50,000 Initial
Certificate Balance (or $10,000 for Rule 144A Global Certificates) and integral multiples of $1 Initial Certificate Balance in
excess of $50,000 (or $10,000, as applicable). The Class X Certificates shall be issued in minimum denominations of $1,000,000
Initial Notional Amount and in integral multiples of $1 Initial Notional Amount in excess of $1,000,000. 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.


(c)             
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.


(d)            
The Class HRR Certificates shall only be held as a Definitive Certificate in the Third Party Purchaser Custodial Account
by the Certificate Administrator (and the Holder of the Class HRR Certificates shall be registered on the Certificate Register),
unless otherwise consented to by the Retaining Sponsor. The Certificate Administrator shall hold the Class HRR Certificates in
safekeeping and shall release the same only upon receipt of written instructions in accordance with this agreement from the Holder
of the Class HRR Certificates and with the Retaining Sponsor’s consent (subject to Section 5.1(e)), and in accordance
with any authentication procedures as may be utilized by the Certificate Administrator. There shall be, and hereby is, established
by the Certificate Administrator an account, which shall be designated the “Third Party Purchaser Custodial Account”,
and in which the Class HRR Certificates shall be held and that shall be governed by and subject to this Agreement and the Credit
Risk Retention Compliance Agreement. The Class HRR Certificates to be delivered in physical form to the Certificate Administrator
shall be delivered as set forth herein. Unless otherwise directed by the Retaining Sponsor, no amounts distributable to the Class
HRR Certificates shall be remitted to the Third Party Purchaser Custodial Account, but shall be remitted directly to the Holder
of the Class HRR Certificates in accordance with written instructions (which shall be in the form of Exhibit J-1 to this
Agreement) provided separately by the Holder of the Class HRR Certificates to the Certificate Administrator. Under no circumstances
by virtue of safekeeping the Class HRR Certificates shall the Certificate Administrator (i) be obligated to bring legal action
or institute proceedings against any Person on behalf of the Holder of the Class HRR Certificates or the Retaining Sponsor
or (ii) have any obligation to monitor, supervise or enforce the performance of any party under the Credit Risk Retention
Compliance Agreement. The Certificate Administrator shall be entitled to conclusively rely with no obligation to verify, confirm
or otherwise monitor the accuracy of any information included in any written instructions provided in connection with this Third
Party Purchaser Custodial Account and shall have no liability in connection therewith, other than with respect to the Certificate
Administrator’s obligation to obtain the Retaining Sponsor’s consent prior to any release of the Class HRR Certificates.
The Certificate Administrator shall hold the Definitive Certificate representing the Class HRR Certificates at the below location,
or any other location; provided the Certificate Administrator has given notice to the Holder of the Class HRR Certificates
of such new location:



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Wells Fargo Bank, National Association

Attn: Security Control and Transfer (SCAT)

MAC: N9345-010

425 E. Hennepin Avenue

Minneapolis, Minnesota 55414


On the Closing Date,
the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Third Party Purchaser
substantially in the form of Exhibit X evidencing its receipt of the Class HRR Certificates.


The Certificate
Administrator shall make available to the Holder of the Class HRR Certificates and the Retaining Sponsor a statement of Third Party
Purchaser Custodial Account as mutually agreed upon by the Certificate Administrator, the Retaining Sponsor and the Holder of the
Class HRR Certificates, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of the
Class HRR Certificates shall be subject to Article 5 of this Agreement.


(e)              
In the event the Third Party Purchaser seeks to cause the release of the Class HRR Certificates from the Third Party Purchaser
Custodial Account either (A) upon the termination of the Transfer Restriction Period, the Third Party Purchaser shall deliver to
the Certificate Administrator and the Retaining Sponsor (i) a written request for such release, (ii) a written request executed
by the Third Party Purchaser for the Retaining Sponsor’s consent to such release substantially in the form attached hereto
as Exhibit J-6 (to be countersigned by the Retaining Sponsor and delivered by the Retaining Sponsor to the Certificate Administrator)
and (iii) the address of the recipient of the Class HRR Certificates or (B) in connection with a transfer, the Third Party Purchaser
shall deliver to the Certificate Administrator those documents as set forth in Section 5.3(p) or Section 5.3(q),
as applicable. The Certificate Administrator may not consent to, or otherwise permit, any such release without obtaining the written
consent of the Retaining Sponsor. The Certificate Administrator shall be indemnified and held harmless for any release in connection
with this Section 5.1(e), in accordance with the terms set forth in Section 8.3.


Section 5.2.         
Form and Registration. (a)  Each Class of the Certificates (other than the Class HRR Certificates (unless
otherwise consented to by the Retaining Sponsor pursuant to Section 5.1(d)) and Class R Certificates) sold to institutions
that are non-“U.S. persons” in “offshore transactions”, as defined in, and in reliance on, Regulation S
shall be initially be represented by a temporary global certificate in definitive, fully registered form without interest coupons,
substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”),
which shall be deposited on the Closing Date on behalf of the purchasers of the 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 the Euroclear System (“Euroclear”)
and/or Clearstream Banking, société anonyme (“Clearstream”). Prior to the expiration of the 40-day
period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”),
beneficial interests in each Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream.
After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate may be
exchanged for an interest in the related permanent global certificate of the same Class (a 



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“Regulation S Global Certificate”)
in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.3(f).
During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Certificate
shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial
Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests
in a Temporary Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless exchange
for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The
aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the
Depository, as hereinafter provided.


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph.


(b)              
Certificates of each Class (other than the Class HRR Certificates (unless otherwise consented to by the Retaining Sponsor
pursuant to Section 5.1(d))) offered and sold to QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”)
shall be represented by a single, global certificate in definitive, fully registered form without interest coupons, substantially
in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate” and, together
with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates, the “Global Certificates”),
which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository,
and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A
Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


(c)              
Certificates of each Class that are offered and sold in the United States to investors that are Institutional Accredited
Investors that are not QIBs, the Class HRR Certificates 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 in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for
such Non-Book Entry Certificates to the respective beneficial owners or owners.


(d)              
Owners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of
certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no
longer willing or able to discharge properly its responsibilities as depository with respect to the Global Certificates of such
Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor
within 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding
to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is 



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necessary or appropriate for the Trustee to obtain possession of the Certificates of such Class; provided, however,
that under no circumstances will certificated Certificates be issued to beneficial owners of a Temporary Regulation S Global
Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with
respect to any Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any
Global Certificate of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar
shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate),
and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under
this Agreement.


(e)              
If any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited
Investor that is not a QIB, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person”
(as that term is defined in Rule 902(k) of Regulation S) that is an Institutional Accredited Investor but not a QIB, then the transferee
shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions on the transfer of such Non-Book Entry
Certificate in Section 5.3(h) of this Agreement. No such transfer shall be made and the Certificate Registrar shall
not register any such transfer unless such transfer complies with the provisions of Section 5.3(h) of this Agreement
applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a
Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule
affixed to the related Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a
part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the denomination of such
Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.


Section 5.3.         
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 represented by a Temporary Regulation S
Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for
exchange and registration of transfer and (ii) transmitting to the Depositor, the Servicer and the Special Servicer any notices
from the Certificateholders.


(b)              
Subject to the restrictions on transfer set forth in this Article 5, 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 Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial
interest in the Rule 144A Global Certificate deposited with 



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the Certificate Registrar as custodian for the Depository wishes
at any time to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S
Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to a Person who is
required to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.7 hereof, of (1) instructions given in accordance with the
Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited,
a beneficial interest in the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest in the
Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures
containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account
and (3) a certificate in the form of Exhibit C 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 Global Certificates
and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce,
or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to be increased,
the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the
Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate,
and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in
the Rule 144A Global Certificate that is being exchanged or transferred.


(d)              
Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in
the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time
to exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate
of the same Class, or to transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7
hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing
the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in
an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given
in accordance with the Depository’s procedures containing information regarding the participant account of the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit D 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 Global 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 Global
Certificate, without any registration of such Certificates under the Securities Act (in which case 



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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 Global
Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate by the
aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or
cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S
Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or
cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A
Global Certificate that is being exchanged or transferred.


(e)              
Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate
of the same Class, or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate,
such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7 hereof, of
(1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as
registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Certificate equal to the beneficial
interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect
to a transfer of an interest in the Regulation S Global Certificate, information regarding the participant account of the
Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S
Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate,
a certificate in the form of Exhibit E hereto given by the holder of such beneficial interest and stating that the
Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring
such interest in the Rule 144A Global Certificate is a QIB and is obtaining such beneficial interest in a transaction meeting
the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase,
or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance
of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be
exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to
be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Global Certificate
equal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global
Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in
the Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.



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(f)             
Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary
Regulation S Global Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case
may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit F hereto from the holder of a beneficial
interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests
in the Regulation S Global Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering
to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global
Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate
initially exchanged for interests in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear
or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar
as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream
pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests
in the Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate
Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Balance
represented thereby by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding
increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S
Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


(g)             
Non-Book Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (other than a Class
HRR Certificate (unless otherwise consented to by the Retaining Sponsor pursuant to Section 5.1(d)) or a Class R
Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Global Certificate, such Holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.7 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such Holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a
beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance of the Non-Book Entry
Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit G hereto (in the event that the applicable
Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit H hereto (in the
event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit I
hereto (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar,
as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute,
authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion
retained by such 



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transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by
the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be
credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Global Certificate
equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


(h)            
Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate
or Non-Book Entry Certificate wishes at any time to transfer its interest in such Rule 144A Global Certificate, Regulation S Global
Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form of a Non-Book Entry
Certificate, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively
rely upon): (i) an investment representation letter from the proposed transferee substantially in the form attached as Exhibit J-1
to this Agreement and (ii) if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar
to the effect that such transfer shall be made without registration under the Securities Act, together with the written certification(s)
as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee
on which such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities
as such).


(i)              
Other Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (c)
through (f) and (h) above (including the certification requirements intended to ensure that such transfers comply
with Rule 144A or Regulation S under the Securities Act, at the case may be) and such other procedures as may from time
to time be adopted by the Certificate Registrar.


(j)                
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of clause (e) above.


(k)              
If Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating
to compliance with the Securities Act, or if a request is made to remove such legend on Certificates, the Certificates so issued
shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate
Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Securities Act or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted”
within the meaning of Rule 144 under the Securities Act. Upon provision of such satisfactory evidence, the Certificate Registrar
shall authenticate and deliver Certificates that do not bear such legend.



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(l)                
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


(m)            
No Class E, Class HRR or Class R Certificate may be purchased by or transferred to any prospective purchaser or
transferee that is or will be an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject
to the fiduciary responsibility provisions of ERISA, or a governmental plan (as defined in Section 3(32) of ERISA) or other plan
that is subject to any federal, state, local or non-U.S. law that is, to a material extent similar to the fiduciary responsibility
provisions of ERISA or to Section 4975 of the Code (“Similar Law”) (each, a “Benefit Plan”
), or any person acting on behalf of any such Benefit Plan or using the assets of a Benefit Plan to purchase such Class E,
Class HRR or Class R Certificate, other than an insurance company general account acquiring the Class E, Class HRR or
Class R Certificates under circumstances that meet all of the requirements of Sections I and III of PTCE 95-60 or, in the
case of a Benefit Plan subject to Similar Law, where the acquisition, holding and disposition of any such Certificate will not
constitute or otherwise result in a non-exempt violation of Similar Law.  Each prospective transferee of a Class E, Class
HRR or Class R Certificate in definitive form (other than the Initial Purchaser) shall deliver to the transferor, the Certificate
Registrar and the Certificate Administrator a representation letter, substantially in the form of Exhibit O, stating
that the prospective transferee meets the requirements of the preceding sentence. Each transferee of an interest in a Class E or
Class HRR Certificate in the form of a Global Certificate will be deemed to have represented that it meets the requirements of
the second preceding sentence. No Class A, Class X, Class B, Class C or Class D Certificates may be purchased by or transferred
to any prospective purchaser or transferee that is or will be a Benefit Plan, or any person acting on behalf of a Benefit Plan
or using the assets of a Benefit Plan to purchase such Certificate, unless (A) the purchaser is an “accredited investor”
as defined in Rule 501(a)(1) of the Securities Act and (B) the acquisition, holding and disposition of such Certificate by the
purchaser will not constitute or otherwise result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code
(or a similar non-exempt violation of Similar Law). Any purported transfer in violation of this Section 5.3(m) shall
be null and void ab initio and shall vest no rights in any such purported purchaser or transferee.


(n)              
In addition, each purchaser of Certificates that is a Benefit Plan subject to ERISA or to Section 4975 of the Code (an “ERISA
Plan”) or that or is acting on behalf of or using the assets of an ERISA Plan will be deemed to have represented and
warranted that (i) none of the Depositor, the Initial Purchaser, the Trustee, the Certificate Administrator, the Operating Advisor,
the Servicer, the Special Servicer, the Sponsor or any of their respective affiliated entities, has provided any investment advice
within the meaning of Section 3(21) of ERISA (and the applicable regulations) to the ERISA Plan or the fiduciary making the investment
decision for the ERISA Plan in connection with the ERISA Plan’s acquisition of Certificates, 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.


(o)              
Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such
Residual Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any
Residual Ownership Interest are expressly subject to the following provisions:



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(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
of a Residual Ownership Interest 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 J-2 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they
become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. 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 5.3(o)
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 J-3 (the “Transferor Letter”), that the
proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge
or reason to know that the proposed transferee’s statements in the Transferee Affidavit are false.


(iii)            
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if
a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee,
no transfer to such proposed transferee shall be effected and such proposed transfer shall not be registered on the Certificate
Register; provided, however, the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed 



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transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has
occurred a transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman)
in contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from
the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator
agree to furnish to the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to
the application of 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, such Persons
shall in no event be excused from furnishing such information.


(iv)            
The Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


(p)             
During the Transfer Restriction Period, if a transfer of the Class HRR Certificates is to be made, then the following documents
shall be submitted to the Certificate Administrator at Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Risk Retention Custody (CMBS)—CSMC 2019-UVIL, who shall facilitate such transfer with the Certificate
Registrar who shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) each of
the following: (i) an executed written request for the Retaining Sponsor’s consent to such release for the purposes of transfer
substantially in the form attached hereto as Exhibit J-6, (ii) a certification from such Certificateholder’s prospective
transferee substantially in the form attached hereto as Exhibit J-4, (iii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit J-5, (iv) a W-9 completed by
the prospective transferee and (v) wire instructions and contact information of the prospective transferee. Upon receipt of the
foregoing documents, the Certificate Registrar shall, subject to Section 5.1(d) and Section 5.3, reflect the Class
HRR Certificates in the name of the prospective transferee and shall deliver written confirmation to the transferee with a copy
via email to the Retaining Sponsor and the transferor of such transfer and the safekeeping of such Class HRR Certificates in the
form of attached hereto as Exhibit X.


(q)             
After the termination of the Transfer Restriction Period, if a transfer of the Class HRR Certificates is to be made,
then the Certificate Registrar shall refuse to register such transfer unless such transfer is made in accordance with the transfer
restrictions of this Article 5 and the Certificate Registrar receives (and upon receipt may conclusively rely upon) each
of the following: (A) the original Class HRR Certificate released to the Certificate Registrar, (B) a certification from such Certificateholder’s
prospective transferee substantially in the form attached hereto as Exhibit J-4 and (C) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit J-5.



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For the avoidance
of doubt, in no event shall the Class HRR Certificates be held as a Global Certificate with a balance in excess of $0 at any
time prior to termination of the HRR Transfer Restriction Period.


Section 5.4.         
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 Fund. In connection with the issuance
of any new Certificate under this Section 5.4, 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 5.4 shall constitute complete and indefeasible evidence of ownership in the Trust Fund,
as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


Section 5.5.         
Persons Deemed Owners. The 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 Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor any agent
of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party
to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information
to such beneficial owner (or prospective transferee).


Section 5.6.         
Access to List of Certificateholders’ Names and Addresses; Special Notices. 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 (a) requests in writing from the
Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such Certificateholder desires
to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and (c) provides
a copy of the communication which such Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten
(10) Business Days after the receipt of such request, afford such Certificateholder access during normal business hours to a current
list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar
shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders hereunder,
regardless of the source from which such information was derived. The Servicer, the Special Servicer and the Depositor shall be
entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.



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Upon the written request
of any Certificateholder that (a) has provided an Investor Certification, (b) states that such Certificateholder desires
the Certificate Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted
by other Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact
(a “Special Notice”) and (c) provides a copy of the Special Notice which such Certificateholder proposes
to transmit, the Certificate Administrator shall post such Special Notice to the Certificate Administrator’s Website pursuant
to Section 8.14(b) and shall mail such Special Notice to all Certificateholders at their respective addresses appearing
on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering any such Special
Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate,
agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure
of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


Section 5.7.         
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 Wells Fargo Bank, National Association, 600 South 4th Street, 7th
Floor, MAC N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer Services CSMC 2019-UVIL as its office for such
purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Loan Borrower of any change
in the location of the Certificate Register or any such office or agency.


Article 6



THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE


Section 6.1.         
Respective Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer and the
Special Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this
Agreement.


Section 6.2.         
Merger or Consolidation of the Servicer, the Special Servicer or the Operating Advisor. Each of the Servicer, Special
Servicer and Operating Advisor shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


Any Person into which
the Servicer, Special Servicer, Depositor or Operating Advisor may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Servicer, Special Servicer, Depositor or Operating Advisor shall be a party, or any Person
succeeding to the business of the Servicer, Special Servicer, Depositor or Operating Advisor (which, in the case of the Operating
Advisor, may be limited to succeeding to all or substantially all of its assets relating to acting as a trust advisor or operating
advisor for commercial mortgage securitizations), shall be the successor of the Servicer, Special Servicer, Depositor or 



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Operating
Advisor as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer,
Special Servicer, Depositor or Operating Advisor 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
Certificate Administrator or the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving
Person (except that if the successor or surviving Person is the Servicer, the Special Servicer or the Operating Advisor, as applicable,
the obligation to provide a Rating Agency Confirmation shall not apply).


Section 6.3.         
Limitation on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others. (a)  Neither
the Depositor, the Servicer, the Special Servicer, the Operating Advisor nor any of their respective directors, officers, members,
managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Certificateholders or any Companion
Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions
taken or not taken at the direction of Certificateholders or the Companion Loan Holders in accordance with this Agreement or the
Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor,
the Servicer, the Special Servicer, the Operating Advisor or any such other 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 its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special
Servicer, the Operating Advisor and any of their respective directors, officers, employees, members, managers, partners, Affiliates
or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor, the Servicer, the Special Servicer, the Operating Advisor and any of their respective
directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within
the meaning of the Securities Act (“Controlling Persons”), shall be indemnified by the Trust (in accordance
with the procedures set forth in Section 3.4(c)) and held harmless against any loss, liability, claim, demand or expense
incurred in connection with any legal action or other claims, losses, penalties, fines, foreclosures, judgments or liabilities
relating to this Agreement (including attorneys’ fees and expenses relating to the enforcement of such indemnity), the Co-Lender
Agreement, the Mortgage Loan, the Property, or the Certificates (except as any such loss, liability or expense shall be otherwise
reimbursable and reimbursed pursuant to this Agreement), other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of
its obligations and duties hereunder. None of the Depositor, the Operating Advisor, the Servicer or the Special Servicer shall
be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties under
this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor,
the Operating Advisor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem
necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action
and any liability resulting therefrom will be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Operating
Advisor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c)
from funds on deposit in the Collection Account.



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(b)              
The Depositor shall not be obligated to monitor or supervise the performance of the Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Trustee under this Agreement. The Depositor may, but shall not be obligated
to, enforce the obligations of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee under this Agreement.


Section 6.4.         
Termination of the Special Servicer Without Cause. (a)  At any time after the occurrence and during
the continuance of a Control Termination Event, upon (i) the written direction of Holders of Certificates evidencing not less
than 25% of the Voting Rights of the Certificates requesting a vote to terminate and replace the Special Servicer with a proposed
successor Special Servicer (which must be a Qualified Replacement Special Servicer), (ii) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering
such vote and (iii) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation
with respect to the termination of the existing Special Servicer and the replacement thereof with the proposed successor (with
the reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation to be an expense
of such Holders), the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders by posting
such notice on its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the written direction
of (a) Holders of Certificates evidencing at least 75% of the Voting Rights that vote so long as they constitute a Certificateholder
Quorum of the Certificates or (b) Holders of those Classes of Sequential Pay Certificates evidencing more than 50% of the
Voting Rights of each Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights (subject to Section 6.3
of this Agreement) and obligations of the Special Servicer under this Agreement, and the proposed successor Special Servicer (if
such successor is a Qualified Replacement Special Servicer) shall succeed to the duties of the Special Servicer all as if a removal
and replacement were occurring pursuant to Section 7.1 and Section 7.2 of this Agreement; provided
that if such written direction is not provided within 180 days of the initial request for a vote to terminate and replace the Special
Servicer, then such written direction shall have no force and effect. The provisions set forth in the foregoing sentences of this
Section 6.4(a) shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between
each other. The Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach of
such provisions. As between the Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Special Servicer.


So long as no Control
Termination Event is continuing, the Controlling Class Representative shall be entitled to terminate the rights (subject to Section 6.3
of this Agreement) and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business
Days’ notice to the Special Servicer, the Servicer, the Certificate Administrator and the Trustee. Upon a termination (pursuant
to the prior sentence) or a resignation of the Special Servicer, the Controlling Class Representative shall appoint a successor
Special Servicer; provided, however, that (i) such successor will meet the requirements set forth in Section 7.2
of this Agreement and (ii) the Controlling Class Representative shall (at no expense to the Trust) 



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obtain and deliver to the
Certificate Administrator and the Trustee a Rating Agency Confirmation with respect to such proposed successor acting as a Special
Servicer.


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner that are Privileged
Persons or Borrower Related Parties that submit Exhibit BB-2 may access notices on the Certificate Administrator’s
Website and each Certificateholder and Beneficial Owner that are Privileged Persons or Borrower Related Parties that submit Exhibit
BB-2 may register to receive email notifications when such notices are posted on the Certificate Administrator’s Website;
provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for
the reasonable expenses of posting such notices.


(b)             
The appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, however, that none of the Trustee, the Servicer (solely in its
capacity as Servicer), or the initial Special Servicer specified in Section 3.10(a) of this Agreement shall be liable
for any actions or any inaction of such successor Special Servicer. Any termination fee payable to the terminated Special Servicer
and any costs incurred by the Trust or the terminated Special Servicer in connection with the replacement of a Special Servicer
shall be paid by the Controlling Class Representative or Certificateholders so terminating the Special Servicer and shall not in
any event be an expense of the Trust Fund.


(c)             
No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the
successor Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which
contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Special Servicer under this Agreement from and after the date of such agreement and (ii) subject to Section 10.17
of this Agreement, the Rating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation
with respect to such termination and appointment of a successor.


(d)             
Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.5
of this Agreement mutatis mutandis as of the date of its succession.


(e)              
In the event that the Special Servicer is terminated pursuant to this Section 6.4, the Trustee shall, by notice
in writing to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the Mortgage
Loan and the proceeds thereof, other than any rights the Special Servicer may have hereunder as a Certificateholder and any rights
or obligations that accrued prior to the date of such termination (including without limitation the right to receive all amounts
accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such
amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right
to the benefits of Section 6.3 of this Agreement and the right to receive ongoing Work-out Fees or Liquidation Fee
in accordance with the terms hereof and any indemnification that the Special Servicer is entitled to pursuant to the terms hereof).



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Section 6.5.         
The Controlling Class Representative.


(a)              
So long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled
to (1) if a Special Servicing Loan Event occurs, advise the Special Servicer and (2) if a Special Servicing Loan Event
has not occurred, advise the Special Servicer as to all matters for which the Servicer must obtain the consent or deemed consent
of the Special Servicer for a Major Decision. In addition, notwithstanding anything herein to the contrary, except as set forth
in, and in any event subject to Section 6.5(b) and the second and third paragraphs of this Section 6.5(a),
both (a) the Servicer shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained
the consent of the Special Servicer, who shall have ten (10) Business Days (from the date that the Special Servicer receives the
information from the Servicer) to analyze and make a recommendation regarding such Major Decision (provided that if the
Special Servicer does not consent, or notify the Servicer that it will not consent, to such Major Decision within the required
ten (10) Business Days the Special Servicer shall be deemed to have consented to such Major Decision) and (b) so long as no
Control Termination Event is continuing, the Special Servicer shall not be permitted to consent to the Servicer's taking any of
the actions constituting a Major Decision nor will the Special Servicer itself be permitted to take any of the actions constituting
a Major Decision as to which the Controlling Class Representative has objected in writing within ten (10) Business Days after receipt
of the written recommendation and analysis and other information reasonably requested by the Controlling Class Representative from
the Special Servicer unless such actions are part of an asset status report approved by the Controlling Class Representative (the
“Major Decision Reporting Package”), which the Special Servicer will be required to deliver to the Controlling
Class Representative within five (5) Business Days of the Special Servicer’s receipt of notice of the proposed action; provided
that if such written objection has not been received by the Special Servicer within such ten (10) Business Day period, then the
Controlling Class Representative will be deemed to have approved such action; provided, further, that, in the event that
the Special Servicer or Servicer (in the event the Servicer is otherwise authorized by this Agreement to take such action), as
applicable, determines that immediate action, with respect to a Major Decision, or any other matter requiring consent of the Controlling
Class Representative so long as no Control Termination Event is continuing in this Agreement, is necessary to protect the interests
of the Certificateholders, the Special Servicer or Servicer, as applicable, may take any such action without waiting for the Controlling
Class Representative’s (or, if applicable, the Special Servicer's) response. The Special Servicer is not required to obtain
the consent of the Controlling Class Representative for any Major Decision following the occurrence and during the continuance
of a Control Termination Event.


In addition, unless
a Control Termination Event has occurred and is continuing, the Controlling Class Representative may direct the Special Servicer
to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative
may reasonably deem advisable or as to which provision is otherwise made herein. Notwithstanding anything herein to the contrary,
no such direction, and no objection contemplated by the preceding paragraph or this paragraph, may require or cause the Servicer
or the Special Servicer to violate any provision of the Loan Documents, the Co-Lender Agreement (including the provisions regarding
certain consultation rights with the Companion Loan Holders), applicable law or this Agreement, including without limitation each
of the Servicer's and the Special Servicer's obligation to act in accordance with Accepted Servicing Practices or expose the Servicer,
the 



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Special Servicer, the Operating Advisor, the Certificate Administrator, the Trust Fund or the Trustee to liability, or materially
expand the scope of the Servicer's or the Special Servicer's responsibilities hereunder or cause the Servicer or the Special Servicer
to act, or fail to act, in a manner which in the reasonable judgment of the Servicer or the Special Servicer is not in the best
interest of the Certificateholders. With respect to any action requiring the consent of the Controlling Class Representative hereunder,
such consent will be deemed given if the Controlling Class Representative does not object within ten (10) Business Days.


In the event the Special
Servicer or Servicer, as applicable, determines that a refusal to consent by the Controlling Class Representative or any advice
from the Controlling Class Representative would otherwise cause the Special Servicer or Servicer, as applicable, to violate the
terms of the Loan Documents, the provisions of the Code resulting in an Adverse REMIC Event, applicable law or this Agreement,
including without limitation, Accepted Servicing Practices, the Special Servicer or Servicer, as applicable, shall disregard such
refusal to consent or advise and notify the Controlling Class Representative, the Trustee and, subject to Section 10.17
of this Agreement, the Rating Agency of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Servicer or Special Servicer in accordance with the direction of or approval
of the Controlling Class Representative that does not violate any law or Accepted Servicing Practices or any other provisions of
this Agreement, will not result in any liability on the part of the Servicer or the Special Servicer.


The Controlling Class
Representative shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the
taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling Class
Representative will not be protected against any liability to any Controlling Class Certificateholder that would otherwise be imposed
by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of negligent disregard
of obligations or duties.


Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Representative may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class
Representative may act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Representative
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Controlling
Class Representative may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders
of one or more other Classes of Certificates; and (v) the Controlling Class Representative shall have no liability whatsoever (other
than to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)-(iv) of this paragraph, and
no Certificateholder may take any action whatsoever against the Controlling Class Representative or any affiliate, director, officer,
employee, shareholder, member, partner, agent or principal thereof for having so acted.


(b)             
Notwithstanding anything to the contrary contained herein: (i) after the occurrence and during the continuance of any Control
Termination Event, the Controlling Class Representative shall have no right to consent to any action taken or not taken by any
party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination Event 



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but prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative shall remain entitled to receive any
notices, reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer shall consult with
the Controlling Class Representative 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, the Controlling Class Representative
shall have no consultation or consent rights hereunder and no right to receive any notices, reports or information (other than
notices, reports or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative.
In the event that no Controlling Class Representative has been appointed or identified to the Servicer or the Special Servicer,
as applicable, and the Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator, then, until such time as the new Controlling Class Representative is identified, the Servicer or the Special Servicer,
as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Controlling Class
Representative, as the case may be.


After the occurrence
and during the continuance of a Control Termination Event but, with respect to the Controlling Class Representative only, prior
to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Controlling Class Representative
in connection with any Major Decision (and any other actions which otherwise require consultation with the Controlling Class Representative
prior to a Consultation Termination Event hereunder) and consider alternative actions recommended by Controlling Class Representative
in respect thereof. Such consultation will not be binding on the Special Servicer. In the event the Special Servicer receives no
response from the Controlling Class Representative within 10 days following its written request for input on any required consultation,
the Special Servicer shall not be obligated to consult with the Controlling Class Representative on the specific matter; provided,
however, that the failure of the Controlling Class Representative to respond shall not relieve the Special Servicer
from consulting with the Controlling Class Representative on any future matters with respect to the Mortgage Loan. For so long
as no Operating Advisor Consultation Event is continuing, the Special Servicer shall provide each Major Decision Reporting Package
to the Operating Advisor promptly after the Special Servicer receives the Controlling Class Representative’s approval or
deemed approval of such Major Decision Reporting Package. For so long as an Operating Advisor Consultation Event has occurred and
is continuing, the Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously
upon providing such Major Decision Reporting Package to the Controlling Class Representative. With respect to any particular Major
Decision and related Major Decision Reporting Package and any Asset Status Report, the Special Servicer shall make available to
the Operating Advisor Servicing Officers with 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 and potential conflicts of interest and compensation with respect to such Major Decision
and/or Asset Status Report. In addition, after the occurrence and during the continuance of an Operating Advisor Consultation Event,
the Special Servicer shall consult with the Operating Advisor (telephonically or electronically) in connection with any proposed
Major Decision (and such other matters that are subject to consultation rights of the Operating Advisor 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 



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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 will be required to include a Major Decision Reporting
Package) 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 Mortgage Loan.


In connection with
the Controlling Class Representative’s right to consent or consult or the Operating Advisor’s right to consult with
respect to a Major Decision, as applicable, if the Special Servicer determines that action is necessary to protect the Property
or the interests of the Certificateholders from potential harm if such action is not taken, or if a failure to take any such action
at such time would be inconsistent with Accepted Servicing Practices, the Special Servicer may take actions with respect to the
Property before the expiration of the applicable period for the Operating Advisor or Controlling Class Representative to respond
as described in this section, if the Special Servicer reasonably determines in accordance with Accepted Servicing Practices that
failure to take such actions before the expiration of such period would materially adversely affect the interest of the Certificateholders,
and the Special Servicer has made a reasonable effort to contact the Operating Advisor or the Controlling Class Representative,
as applicable.


After the occurrence
and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have no consultation
or consent rights hereunder and shall have no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative. However,
the Controlling Class Representative shall maintain the right to exercise its Voting Rights for the same purposes as any other
Certificateholder.


(c)              
Each Certificateholder and Beneficial Owner of a Class HRR Certificate is hereby deemed to have agreed by virtue of its
purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate
Registrar and to notify the Certificate Registrar of the transfer of any Class HRR Certificate (or the beneficial ownership of
any Class HRR Certificate), the selection of a Controlling Class Representative or the resignation or removal thereof. Any such
Certificateholder (or Beneficial Owner) or its designee at any time appointed Controlling Class Representative is hereby deemed
to have agreed by virtue of its purchase of a Class HRR Certificate (or the beneficial ownership interest in a Class HRR Certificate)
to notify in writing the Certificate Registrar when such Certificateholder (or Beneficial Owner) or designee is appointed Controlling
Class Representative and when it is removed or resigns. The initial Controlling Class Representative and any subsequent Controlling
Class Representative is hereby deemed to have agreed and acknowledged by virtue of its purchase of the Class HRR Certificates (or
beneficial ownership interest in such Certificates) that its identity will be reported monthly by the Certificate Registrar in
the Distribution Date Statement. Upon receipt of such notice, the Certificate Registrar shall notify the Special Servicer, the
Servicer, the Operating Advisor and the Trustee of the identity of the Controlling Class Representative, any resignation or removal
thereof and/or any new Holder or Beneficial Owner of a Class HRR Certificate. In addition, upon the request of the Servicer, the
Special Servicer, the Operating 



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Advisor or the Trustee, as applicable, the Certificate Registrar shall provide (on a reasonably
prompt basis) the identity of the then current Controlling Class, a list of the Certificateholders (or Beneficial Owners, if applicable,
at the expense of the Trust if such expense arises in connection with an event as to which the Controlling Class Representative
or the Controlling Class has consent or consultation rights pursuant to this Agreement, or otherwise at the expense of the requesting
party) and confirmation as to whether a Control Termination Event or Operating Advisor Consultation Event has occurred in the previous
calendar year preceding any such request. Each of the Servicer, the Special Servicer, the Operating Advisor and the Trustee shall
be entitled to rely on such information so provided by the Certificate Registrar and shall be entitled to assume that the identity
of the Controlling Class Representative has not changed absent notice of a replacement of the Controlling Class Representative
by a majority of the Controlling Class, or the resignation of the then-current Controlling Class Representative. In the event that
no Controlling Class Representative has been appointed or identified to the Servicer or the Special Servicer, as applicable, and
the Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then until such time as the new
Controlling Class Representative is identified, the Servicer or the Special Servicer, as applicable, will have no duty to consult
with, provide notice to, or seek the approval or consent of any such Controlling Class Representative as the case may be.


If at any time that
Core Credit Partners A LLC or any successor Controlling Class Representative or Controlling Class Certificateholder(s) is no longer
the Holder (or Beneficial Owner) of at least a majority of the Controlling Class by Certificate Balance and the Certificate Registrar
has neither (i) received notice of the then-current Controlling Class Certificateholders of at least a majority of the Controlling
Class by Certificate Balance nor (ii) received notice of a replacement Controlling Class Representative pursuant to this Agreement,
then a Control Termination Event and a Consultation Termination Event shall be deemed to have occurred and shall be deemed to continue
until such time as the Certificate Registrar receives either such notice. The Certificate Registrar and the other parties hereto
will be entitled to assume that the entity identified in this Agreement as the initial Controlling Class Representative or any
successor Controlling Class Representative selected thereby and identified to the Certificate Registrar in writing is the Controlling
Class Representative, until the Certificate Registrar and other parties to the TSA receive (i) notice of the then-current Controlling
Class Certificateholders of at least a majority of the Controlling Class by Certificate Balance or (ii) notice of a replacement
Controlling Class Representative pursuant to this Agreement.


Upon receipt of notice
of a change in Controlling Class Representative, the Certificate Registrar shall promptly forward notice thereof to each other
party to this Agreement.


(d)             
Until it receives notice to the contrary, each of the Servicer, the Special Servicer, the Operating Advisor, the Depositor
and the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the
identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


Section 6.6.         
Servicer and Special Servicer Not to Resign. (a)  Each of the Servicer and Special Servicer may resign
and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided
that:



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(i)               
the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank
or mortgage servicing institution having a net worth of not less than $25,000,000 organized and doing business under the laws of
the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties
of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form
and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance
of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this
Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies
in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer,
as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld,
and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided
in Section 2.4 and Section 2.5;


(ii)              
Rating Agency Confirmation has been received;


(iii)             
the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that
arose prior to the effective date of such assignment and delegation under this Section 6.6(a);


(iv)             
the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall
not exceed the rate then in effect; and


(v)             
the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust
and the Rating Agency for any expenses of such assignment, sale or transfer.


Any attempted resignation and assignment
shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing
requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may
be, hereunder.


(b)              
Other than as set forth in Section 6.2 and Section 6.6(a), none of the Servicer and the Special
Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties
hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other
activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the
case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer
or the Special Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer,
as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable,
under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or
Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein.



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(c)              
In the event the Special Servicer becomes a Borrower Related Party, the Special Servicer shall provide notice to each of
the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with
a special servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a)
and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment
is made within thirty (30) days of the Special Servicer becoming a Borrower Related Party, such failure shall be deemed a Special
Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s
failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling
Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified
Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class
Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination
Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to
use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower
Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction
for the appointment of a successor special servicer if one is not appointed within 60 days.


Section 6.7.         
Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor. Each of the Servicer,
the Special Servicer, the Operating Advisor and the Depositor, severally and not jointly, shall indemnify and hold harmless the
Trust, the Companion Loan Holders and each other party to this Agreement from and against any claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the
Trust, the Certificate Administrator, the Trustee or such other party that arise out of or are based upon (i) a breach by
the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as the case may be, of its representations and warranties
under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Servicer, the Special Servicer,
the Operating Advisor or the Depositor, as the case may be, in the performance of such obligations or its reckless disregard of
its obligations and duties under this Agreement.


For the avoidance
of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust, the Certificate Administrator,
the Trustee, the Operating Advisor, the Servicer, the Special Servicer or the Depositor is required to indemnify the Trust or another
party to this Agreement for costs, fees and expenses, such costs, fees and expenses are intended to include attorney’s fees
and expenses relating to the enforcement of such indemnity.


Article 7



SERVICER TERMINATION EVENTS; SPECIAL

SERVICER TERMINATION EVENTS;

TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE


Section 7.1.         
Servicer Termination Events; Special Servicer Termination Events. (a)  “Servicer Termination Event,”
or “Special Servicer Termination Event” wherever used herein 



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with respect to the Servicer or the Special Servicer,
as the case may be, 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 Servicer or Special Servicer, as applicable, to remit any payment required to be made or remitted by
it (other than Advances described under clause (ii) below) when required to be remitted under the terms of this
Agreement, which failure is not cured by 11:00 a.m., New York time, on the first (1st) Business Day following the
date on which such remittance was required to be made;


(ii)              
any failure of the Servicer (a) to make any Monthly Payment Advance required to be made pursuant to this Agreement
on or prior to the applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution
Date, (b) to make any Administrative Advance required to be made pursuant to this Agreement on or prior to the applicable
Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, or (c) to make any
Property Protection Advance required to be made pursuant to this Agreement when the same is due and such failure continues unremedied
for ten (10) Business Days (or such shorter period (not less than one (1) Business Day) as would prevent a lapse in insurance or
a delinquent payment of real estate taxes or ground rents) following the date on which the Servicer receives notice thereof or
should have had notice thereof if it had been acting in accordance with Accepted Servicing Practices;


(iii)             
any failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other
of its covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure
or breach shall continue unremedied for a period of 30 days after the date on which written notice of such failure or breach
is given to the Servicer or Special Servicer, as applicable, by the Trustee or to the Servicer or Special Servicer, as applicable,
and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates;
provided, however, that with respect to any such failure or breach that is not curable within such 30-day period,
the Servicer or the Special Servicer, as applicable, will have an additional cure period of 30 days to effect such cure so
long as the Servicer or the Special Servicer, as appropriate, has commenced to cure such failure within the initial 30-day period
and has provided the Trustee with an officer’s certificate certifying that it has diligently pursued, and is continuing to
diligently pursue, such cure;


(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 Servicer or the Special Servicer, as applicable,
and such decree or order has remained in force undischarged or unstayed for a period of sixty (60) days; provided, however,
that, with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty (60) day period,
the Servicer or the Special Servicer, as 



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appropriate, will have an additional period of thirty (30) days to effect such discharge,
dismissal or stay so long as it has commenced proceedings to have such decree or order dismissed, discharged or stayed within the
initial sixty (60) day period and has diligently pursued, and is continuing to pursue, such discharge, dismissal or stay;


(v)             
the Servicer or the Special Servicer, as applicable, 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 Servicer or the Special Servicer or of or relating to all or substantially all of
its property;


(vi)             
the Servicer or the Special Servicer, as applicable, shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for
the benefit of its creditors, or voluntarily suspend payment of its obligations;


(vii)            
Moody’s has (a) qualified, downgraded or withdrawn its ratings of one or more Classes of Certificates or (b) placed
one or more Classes of Certificates on “watch status” in contemplation of rating downgrade or withdrawal and, in the
case of either of clauses (a) or (b), citing servicing concerns with the Servicer or the Special Servicer, as applicable,
as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status”
placement has not been withdrawn by Moody’s within 60 days of such event;


(viii)           
a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes
of Companion Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status”
in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing
servicing concerns with the Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action
(and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Companion
Loan Rating Agency within sixty (60) days of such event); and


(ix)             
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer or
Special Servicer, as applicable, or any primary servicer, Sub-Servicer or Servicing Function Participant (such entity, the “Sub-Servicing
Entity”) retained by the Servicer or Special Servicer, shall fail to deliver the items required to be delivered by this
Agreement to enable such Other Securitization Trust to comply with its reporting obligations under the Exchange Act within the
time frame set forth for delivery in Article 11 (including any applicable grace periods) (any Sub-Servicing Entity
that defaults in accordance with this Section 7.1(a)(ix) shall be terminated at the direction of the Depositor).


(b)              
Upon the occurrence of any Servicer Termination Event or Special Servicer Termination Event, unless such Servicer Termination
Event or Special Servicer Termination Event has been cured or waived, the Trustee, upon actual knowledge by a Responsible Officer
thereof, shall (i) provide written notice to the Depositor, the Certificate Administrator and 17g-5 



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Information Provider and
the Certificate Administrator and the 17g-5 Information Provider shall post notice of the same upon its receipt thereof on the
Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable; (ii) subject to
Section 10.16, provide written notice to the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information
Provider’s Website, pursuant to Section 10.16; (iii) provide notice to the Companion Loan Holders to the
addresses provided to the Certificate Administrator and (iv) provide notice thereof to all Certificateholders by mail to the
addresses set forth on the Certificate Register. For avoidance of doubt, (i) the occurrence of a Servicer Termination Event
with respect to the Servicer shall not cause there to have occurred a Special Servicer Termination Event with respect to the Special
Servicer unless the relevant event also constitutes a Special Servicer Termination Event and (ii) the occurrence of a Special
Servicer Termination Event with respect to the Special Servicer shall not cause there to have occurred a Servicer Termination Event
with respect to the Servicer unless the relevant event also constitutes a Servicer Termination Event.


(c)              
If a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case,
so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee
may, or (ii) upon the written direction of Holders of Certificates having at least 25% of the Voting Rights (taking into account
the application of the Appraisal Reduction Amount to notionally reduce the Certificate Balances of the Certificates) of the Certificates,
the Trustee shall, at all times, with respect to clause (iii) of a Special Servicer Termination Event that is based upon
the failure of the Special Servicer to resign and replace itself after becoming a Borrower Related Party as required pursuant to
Section 6.6(c), terminate all of the rights and obligations of the Servicer or the Special Servicer, as applicable,
under this Agreement, other than rights and obligations accrued prior to such termination or that survive such termination, and
in and to the Mortgage Loan and the proceeds thereof by notice in writing to the Servicer or the Special Servicer, as applicable.
Upon any termination of the Servicer or the Special Servicer, as applicable, and appointment of a successor to the Servicer or
the Special Servicer, as applicable, the Trustee shall promptly notify the Certificate Administrator and the Certificate Administrator
shall post to the Certificate Administrator’s Website such written notice thereof to the Depositor and the Certificateholders
and furnish the same to the 17g-5 Information Provider (for posting on the 17g-5 Information Provider’s Website) and to the
Certificateholders by mail to the addresses set forth in the Certificate Register. Notwithstanding the foregoing, (a) if a
Special Servicer Termination Event on the part of the Special Servicer affects the Companion Loan, any holder thereof or the rating
on a class of Companion Loan securities, then the related affected Companion Loan Holder will be able to require termination of  the
Special Servicer (subject to the right of the Controlling Class Representative to appoint a successor Special Servicer so long
as no Control Termination Event is continuing) and (b) if any Servicer Termination Event on the part of the Servicer affects
the Companion Loan, the related Companion Loan Holder or the rating on a class of the related Companion Loan securities, and if
the Servicer is not otherwise terminated, then the Servicer may not be terminated by or at the direction of the related Companion
Loan Holder, but upon the written direction of the related Companion Loan Holder, the Servicer shall be required to appoint a sub-servicer
that will be responsible for servicing the related Mortgage Loan.


(d)              
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 Accepted Servicing Practices,
and (ii) the 



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replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole,
then the Operating Advisor may recommend the replacement of the Special Servicer. In such event, the Operating Advisor shall deliver
to the Trustee, with a copy to the Special Servicer and the Certificate Administrator, a written report in the form of Exhibit
T attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate
any additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided
that in no event shall the information or any other content included in such written report contravene any provision of this Agreement)
detailing the reasons supporting its recommendation (along with relevant information justifying its recommendation) and recommending
a suggested replacement special servicer (which shall be a Qualified Replacement Special Servicer). In such event, the Certificate
Administrator shall promptly notify each Certificateholder of the recommendation and post such notice and report on the Certificate
Administrator’s Website in accordance with Section 3.10(b), and conduct the solicitation of votes of all Certificates
in such regard. Upon (i) the affirmative vote of Holders of Sequential Pay 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 twenty percent (20%)
of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective
Certificate Balances) of all Sequential Pay Certificates on an aggregate basis, and (B) consist of at least three (3) Certificateholders
or Certificate Owners that are not affiliated with each other) and (ii) receipt of Rating Agency Confirmation from the Rating Agency
with respect to the termination of the Special Servicer and the appointment of a successor special servicer recommended by the
Operating Advisor by the Trustee following satisfaction of the foregoing clause (i), the Trustee shall (upon receipt of
confirmations from the Certificate Administrator) (i) terminate all of the rights and obligations of the Special Servicer under
this Agreement and appoint such successor special servicer and (ii) promptly notify such outgoing Special Servicer of the effective
date of such termination. The reasonable out of pocket costs and expenses (including reasonable legal fees and expenses of outside
counsel) of the Certificate Administrator and the Operating Advisor associated with the Certificate Administrator’s obtaining
such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified Replacement
Special Servicer shall be a Trust Fund Expense. 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 one hundred eighty (180) days 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.


(e)              
In the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee (the
“Terminating Party”) shall, by notice in writing to the Servicer or Special Servicer, as the case may be (the
“Terminated Party”) (with a copy to the Loan Borrower), terminate all of its rights and obligations under this
Agreement and in and to the Mortgage Loan and the proceeds thereof, other than any rights the Terminated Party may have hereunder
as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including the right to
receive all amounts accrued or owing to it under this Agreement with respect to periods prior to the date of such termination and
the right to the benefits of Section 6.3 notwithstanding any such termination). On or after the receipt by the Terminated
Party of such written notice, subject to the foregoing, all of its authority and power under this Agreement, 



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whether with respect
to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent
that it is a Certificateholder) or the Trust Loan or otherwise, shall pass to and be vested in the Terminating Party pursuant to
and under this Section 7.1 and, without limitation, the Terminating Party is hereby authorized and empowered to execute
and deliver, on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice
of termination, whether to complete the transfer and endorsement or assignment of the Trust Loan and related documents, or otherwise.
The Servicer and the Special Servicer, as applicable, each agrees that, in the event it is terminated pursuant to this Section 7.1,
or resigns under Section 6.6(b), to promptly (and in any event no later than ten (10) Business Days subsequent to such
notice) provide, at its own expense, the Terminating Party (which term shall include for the purposes of the remainder of this
Section 7.1(e), the Trustee (or a successor Servicer or Special Servicer) in connection with a resignation of the Servicer
or the Special Servicer under Section 6.6(b)) with all documents and records requested by the Terminating Party to
enable the Terminating Party to assume its functions hereunder, and to cooperate with the Terminating Party and the successor to
its responsibilities hereunder in effecting the termination of its responsibilities and rights hereunder, including, without limitation,
the transfer to the successor Servicer or Special Servicer, as applicable, or the Terminating Party, as applicable, for administration
by it of all cash amounts which shall at the time be or should have been credited by the Terminated Party (which term shall include,
for the purposes of the remainder of this Section 7.1(e), the resigning party in connection with a resignation of the
Servicer or the Special Servicer under Section 6.6(b)) to the Collection Account, the Foreclosed Property Account or
shall thereafter be received with respect to the Mortgage Loan, and shall promptly provide the Terminating Party or such successor
Servicer or Special Servicer, as applicable (which may include the Trustee), all documents and records reasonably requested by
it, such documents and records to be provided in such form as the Terminating Party or such successor Servicer or the Special Servicer,
as applicable, shall reasonably request (including electromagnetic form), to enable it to assume the function of the Servicer or
Special Servicer, as applicable, hereunder. All reasonable costs and expenses of the Terminating Party or the successor Servicer
or Special Servicer, as applicable, incurred in connection with transferring the Mortgage File to the Terminating Party or to the
successor Servicer or Special Servicer, as applicable, and amending this Agreement to reflect such succession pursuant to this
Section 7.1 shall be paid by the Terminated Party upon presentation of reasonable documentation of such costs and expenses.
If the Terminated Party has not reimbursed the Terminating Party or such successor Servicer or Special Servicer, as applicable,
for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the
Trust pursuant to Section 3.4(c); provided that the Terminated Party shall not thereby be relieved of its liability
for such expenses. Notwithstanding the foregoing, in the event the Special Servicer is terminated without cause pursuant to Section 6.4,
all costs and expenses incurred or payable by the terminated Special Servicer under this Section 7.1 shall be paid
by the Trust Fund.


(f)               
Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the
Trustee of any Servicer Termination Event or Special Servicer Termination Event of which the Depositor becomes aware. In no event
shall the Trustee or the Certificate Administrator be deemed to have knowledge of or be aware of any Servicer Termination Event
or Special Servicer Termination Event until a Responsible Officer of the 



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Trustee or the Certificate Administrator, as applicable
has received written notice thereof or has actual knowledge thereof.


Section 7.2.         
Trustee to Act; Appointment of Successor. (a)  On and after the time the Servicer or Special Servicer,
as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.6(b),
the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee
(or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in connection with
a resignation of the Servicer or the Special Servicer under Section 6.6(b)) shall, unless prohibited by law, be the
successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2,
the resigning party in connection with a resignation of the Servicer of the Special Servicer under Section 6.6(b))
in all respects under this Agreement and the transactions set forth or provided for herein and, except as provided herein, shall
be subject to all the responsibilities, duties, limitations on liability and liabilities relating thereto and arising thereafter
placed on the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee
nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties,
liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or
delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing,
records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default
by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special
Servicer, as the case may be, shall be indemnified to the full extent provided to the Trustee under this Agreement. The appointment
of a successor Servicer or Special Servicer, as the case may be, shall not affect any liability of the Terminated Party that may
have arisen prior to its termination as such. The Terminating Party shall not be liable for any of the representations and warranties
of the Terminated Party herein or in any related document or agreement, for any acts or omissions of the Terminated Party or for
any losses incurred in respect of any Permitted Investment by the Terminated Party nor shall the Terminating Party or any successor
Servicer or Special Servicer be required to purchase the Mortgage Loan hereunder. As compensation therefor, the Terminating Party
as successor Servicer or Special Servicer, as the case may be, shall be entitled to all compensation with respect to the Mortgage
Loan to which the Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession
to which the Terminated Party would have been entitled if it had continued to act hereunder and, in the case of a successor Special
Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall,
if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then
outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agency as a Servicer
or Special Servicer, as the case may be, as evidenced by a Rating Agency Confirmation, or if the Rating Agency do not provide written
confirmation that the succession of the Trustee as Servicer or Special Servicer, as the case may be, will not cause a downgrade,
qualification or withdrawal of the then current ratings of the Certificates, promptly appoint, or petition a court of competent
jurisdiction to appoint, any established loan servicing institution reasonably satisfactory to the Trustee the appointment for
which a Rating Agency Confirmation is obtained, as the successor to the Servicer or Special Servicer, as applicable, hereunder
in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer or Special Servicer, as applicable,
hereunder; provided that so long as no Control Termination Event is continuing, the Controlling 



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Class Representative shall have the
right to approve any such successor Special Servicer. No appointment of a successor to a Terminated Party hereunder shall be effective
until the assumption by such successor of all the Terminated Party’s responsibilities, duties and liabilities hereunder.
Pending appointment of a successor to a Terminated Party hereunder, unless the Trustee shall be prohibited by law from so acting,
the Trustee shall act in the applicable capacity as herein above provided. In connection with such appointment and assumption
described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage
Loan as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that
permitted to the Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the
obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess
of that permitted to the Terminated Party shall be paid pursuant to Section 3.4(c); provided, further; that,
so long as no Control Termination Event or Consultation Termination Event is in effect, the Trustee shall consult with the
Controlling Class Representative (on a non-binding basis) prior to the appointment of a successor to the Terminated Party at amounts
in excess of that permitted to the Terminated Party as set forth in the immediately preceding proviso. The Depositor, the
Certificate Administrator, the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor
shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


(b)             
Notwithstanding Section 7.1(b), Section 7.1(e) or Section 7.2(a), if a Servicer receives
a notice of termination solely due to a Servicer Termination Event under Section 7.1(vii), (viii) or (ix) and the terminated
Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after
such termination, then such Servicer shall continue to serve as Servicer, and the Trustee shall promptly thereafter (using such
“request for proposal” materials provided by the terminated Servicer) solicit good faith bids for the rights to master
service the Mortgage Loan from at least three (3) Persons qualified to act as successor Servicer hereunder in accordance with Section 7.2
for which the Trustee has received Rating Agency Confirmation (any such Person so qualified, a “Qualified Bidder”)
or, if three (3) Qualified Bidders cannot be located, then from as many Persons as are Qualified Bidders; provided, however,
that (i) the terminated Servicer shall supply the Trustee with the names of Persons who are Qualified Bidders (subject to
receipt of Rating Agency Confirmation) from whom to solicit such bids; and (ii) the Trustee shall not be responsible if less
than three (3) or no Qualified Bidders submit bids for the right to master service the Trust Loan under this Agreement. The bid
proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor
Servicer with respect to the Mortgage Loan, and to agree to be bound by the terms hereof, within forty-five (45) days after the
receipt by the terminated Servicer of a notice of termination. The Trustee shall solicit bids (i) on the basis of such successor
Servicer entering into a Sub-Servicing Agreement with the terminated Servicer to service the Mortgage Loan at a sub-servicing fee
rate per annum equal to 0.00125% (each, a “Servicing-Retained Bid”) and (ii) on the basis of having no
obligation to enter into a Sub-Servicing Agreement with the terminated Servicer (each, a “Servicing-Released Bid”).
The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing
Released Bid) (the “Successful Bidder”) to act as successor Servicer hereunder. The Trustee shall request the
Successful Bidder to enter into this Agreement as successor Servicer pursuant to the terms hereof (and, if the successful bid was
a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated above), no later
than 



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forty-five (45) days after the termination of the terminated Servicer. Upon the assignment and acceptance of the servicing
rights hereunder to and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the terminated Servicer the
amount of such cash bid received from the Successful Bidder (net of reasonable “out of pocket” expenses incurred by
the Trustee in connection with obtaining such bid and transferring servicing).


(c)              
If the Trustee or an Affiliate acts pursuant to this Section 7.2 as successor to the resigning or terminated
Servicer, it may reduce such terminated Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s
compensation as successor Servicer would otherwise be below market rate servicing compensation. If the Trustee elects to appoint
a successor to the resigning or terminated Servicer other than itself or an Affiliate pursuant to this Section 7.2,
it may reduce such Servicer’s Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the
Trustee) for the Trustee to appoint a qualified successor servicer that meets the requirements of this Section 7.2
and Section 6.6.


Section 7.3.         
Notification to Certificateholders, the Depositor and the Rating Agency.


(a)Upon any termination
of the Servicer or the Special Servicer, as the case may be, pursuant to Section 7.1 or appointment of a successor
to the Servicer or Special Servicer, as the case may be, the Certificate Administrator shall, as soon as practicable, give written
notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the Depositor and,
subject to Section 10.17, to the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s
Website, pursuant to Section 10.16).


(b)              
Within 30 days after the occurrence of any Servicer Termination Event or Special Servicer Termination Event of which
a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail
to all Holders of Certificates and to the Depositor and, subject to Section 10.17, the 17g-5 Information Provider (who
shall promptly post it to the 17g-5 Information Provider’s Website, pursuant to Section 10.16) notice of such
Servicer Termination Event or Special Servicer Termination Event, as the case may be, unless such Servicer Termination Event or
Special Servicer Termination Event or shall have been cured or waived.


Section 7.4.         
Other Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination
Event, as the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been
remedied, the Trustee, in addition to the rights specified in Section 7.1, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights
and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the Companion Loan
Holders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs
of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Trustee shall be entitled to be reimbursed therefor
pursuant to Section 3.4(c) from the Collection Account. Except as otherwise expressly provided in this Agreement, no
remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be 



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cumulative and
in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Servicer Termination Event or Special Servicer Termination Event.


Section 7.5.         
Waiver of Past Servicer Termination Events and Special Servicer Termination Events.(a) The Holders of Certificates
evidencing not less than 66-2/3% of the aggregate Voting Rights of all then-outstanding Certificates and each affected Companion
Loan Holder may, on behalf of all Certificateholders and upon adequate indemnification of the Trustee by the requesting Holders
of Certificates, waive any default by the Servicer or the Special Servicer in the performance of its obligations hereunder and
its consequences, except a default in making any required deposits (including Monthly Payment Advances) to or payments from the
Collection Account, the Distribution Account or the Foreclosed Property Account or in remitting payments as received, in each case
in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and the related Servicer
Termination Event or Special Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose
of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right related thereto.


Section 7.6.         
Trustee as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to make any
required Advances, the Trustee shall perform such obligations (w) within five (5) Business Days (or such shorter period (but
not less than one (1) Business Day) as may be required, if applicable, to avoid any lapse in insurance coverage required under
the Loan Documents or this Agreement with respect to the Property or to avoid any foreclosure or similar action with respect to
the Property by reason of failure to pay real estate taxes, assessments or governmental charges) of a Responsible Officer of the
Trustee obtaining knowledge of such failure by the Servicer or the Special Servicer with respect to Property Protection Advances
and Administrative Advances and (x) by 12:00 noon New York time on the related Distribution Date with respect to Monthly Payment
Advances. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Servicer’s and/or
the Special Servicer’s rights, as applicable, with respect to Advances hereunder, including, without limitation, the rights
of reimbursement and interest on each Advance at the Advance Rate, and rights to determine that a proposed Advance is a Nonrecoverable
Advance (without regard to any impairment of any such rights of reimbursement caused by such Servicer’s and/or the Special
Servicer’s default in its obligations hereunder and further subject to the Trustee’s standard of good faith judgment);
provided, however, that if Advances made by the Trustee, the Servicer and/or the Special 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 Servicer and/or the Special Servicer,
as applicable, for such Advances and interest accrued thereon. The Trustee shall be entitled to conclusively rely on any notice
given by the Servicer and/or the Special Servicer, as applicable, with respect to a Nonrecoverable Advance hereunder. The Trustee
shall notify the master servicer and trustee with respect to each Other Securitization Trust of the amount of any Monthly Payment
Advance made by it pursuant to this Section 7.6 within two (2) Business Days of making such advance.



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Article 8



THE TRUSTEE, CUSTODIAN AND CERTIFICATE ADMINISTRATOR


Section 8.1.         
Duties of the Trustee, the Custodian and the Certificate Administrator.

(a)  Each of the Trustee, the Custodian and the Certificate Administrator, and with respect to the Trustee prior to the
actual knowledge of a Responsible Office of the occurrence of a Servicer Termination Event or Special Servicer Termination Event,
as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event that
may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set
forth in this Agreement. Neither the Depositor nor the Servicer nor the Special Servicer shall be obligated to monitor or supervise
the performance by the Trustee, the Custodian or the Certificate Administrator of its duties hereunder. In case a Servicer Termination
Event or Special Servicer Termination Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions
of Section 7.3, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same
degree of care and skill in their exercise, as a prudent institution would exercise or use under the circumstances in the conduct
of such institution’s own affairs. Any permissive right of the Trustee, the Custodian or the Certificate Administrator set
forth in this Agreement shall not be construed as a duty. The Trustee (or the Servicer or the Special Servicer on its behalf) shall
have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Certificateholders and the Companion
Loan Holders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject
to the terms of the Loan Documents and the Co-Lender Agreement.


(b)              
Subject to Sections 8.2(a) and 8.3, each of the Trustee, the Custodian and the Certificate Administrator,
upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee, the Custodian or the Certificate Administrator that are specifically required to be furnished to such Person pursuant
to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform
to the requirements of this Agreement to the extent specifically set forth herein. If any such instrument is found on its face
not to conform to the requirements of this Agreement in a material manner, the Trustee, the Custodian or the Certificate Administrator,
as applicable, shall make a request to the Depositor to have the instrument corrected, and if the instrument is not corrected to
the Trustee’s or the Certificate Administrator’s reasonable satisfaction, the Trustee or the Certificate Administrator
shall provide notice thereof to the Certificateholders. None of the Trustee, the Custodian or the Certificate Administrator shall
be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Servicer, or the Special Servicer and accepted by the Trustee or the Certificate Administrator,
as the case may be, in good faith, pursuant to this Agreement.


(c)              
Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee, the Custodian
or the Certificate Administrator from liability for its own 



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negligent action, its own negligent failure to act, its own willful
misconduct or bad faith, provided, however, that:


(i)               
the Trustee’s, the Certificate Administrator’s and the Custodian’s duties and obligations shall be determined
solely by the express provisions of this Agreement, the Trustee, the Custodian and the Certificate Administrator shall not be liable
except for the performance of such duties and obligations as are specifically set forth in regard to such party in this Agreement,
no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator
and each of the Trustee, the Custodian and the Certificate Administrator may request and 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,
the Custodian and/or the Certificate Administrator (including those provided pursuant to Section 10.1) and conforming
to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by
the proper authorities respecting any matters arising hereunder;


(ii)              
the Trustee, the Custodian and the Certificate Administrator shall not be liable for an error of judgment made in good faith
by a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, unless it shall be proved that the Trustee,
the Custodian or the Certificate Administrator such Responsible Officer, as applicable, was negligent in ascertaining the pertinent
facts;


(iii)             
the Trustee, the Custodian and the Certificate Administrator shall not be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, the Custodian or the Certificate Administrator, or exercising any trust
or power conferred upon the Trustee or the Certificate Administrator, under this Agreement;


(iv)            
for all purposes under this Agreement, the Trustee, the Custodian and the Certificate Administrator shall not be charged
with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations referred
to in Section 7.1 or any other act, breach or failure of any Person, or circumstance upon the occurrence of which
the Trustee, the Custodian or the Certificate Administrator, as applicable, may be required to take action unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance
or the Trustee or the Certificate Administrator, as applicable, receives written notice, pursuant to Section 10.4,
of such failure from the Servicer, the Special Servicer, the Depositor, the Loan Borrower or Holders of the Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the Certificates.


(v)             
subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2,
none of the Certificate Administrator, the Custodian or the Trustee shall have no duty except, in the case of the Trustee, in
its capacity as a successor Servicer or successor Special Servicer (A) to see to any recording, filing or 



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depositing of this
Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest,
or to see to the maintenance of any such recording or filing or depositing or to any re-recording, re-filing or redepositing thereof
(except as set forth in Section 2.1(b)), (B) to see to any insurance, and (C) to confirm or verify the contents
of any reports or certificates of the Servicer or the Special Servicer delivered to the Trustee or the Certificate Administrator
pursuant to this Agreement reasonably believed by the Trustee or the Certificate Administrator to be genuine and to have been
signed or presented by the proper party or parties; and


(vi)             
for all purposes under this Agreement, the Trustee shall not be required to take any action with respect to, and none of
the Certificate Administrator, the Custodian or Trustee shall be deemed to have notice or knowledge of any Loan Event of Default,
Servicer Termination Event or Special Servicer Termination Event unless a Responsible Officer of the Trustee, the Custodian or
the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the
absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee, the Custodian and the Certificate
Administrator may conclusively assume that there is no Loan Event of Default, Servicer Termination Event or Special Servicer Termination
Event.


(d)              
None of the provisions contained in this Agreement shall in any event require the Trustee, the Custodian or the Certificate
Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any
of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform,
or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement,
except with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement.
Notwithstanding anything contained herein, none of the Trustee, the Custodian or the Certificate Administrator shall be responsible
or have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless
the Trustee, the Custodian or the Certificate Administrator is acting in any such capacity hereunder; provided, further,
that in any such capacity the Trustee, the Custodian and the Certificate Administrator shall have all of the rights, protections
and indemnities provided to it as Trustee, the Custodian and the Certificate Administrator hereunder, as applicable.


In no event shall
the Certificate Administrator, the Custodian or Trustee be liable for any failure or delay in the performance of its obligations
hereunder because of circumstances beyond the Certificate Administrator’s, the Custodian’s or Trustee’s control,
including, but not limited to force majeure or acts of God.


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) 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 



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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.


(e)             
The Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator written confirmation
of whether a Control Termination Event occurred during the previous calendar year and the Certificate Administrator shall deliver
such confirmation, based on information in its possession, to the requesting party within fifteen (15) days of such request.


(f)              
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of
the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 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 any Residual Ownership Interest of any Trust REMIC, past or present. A Holder of any Residual Ownership Interest
in any Trust REMIC agrees, by acquiring such interest, to any such elections.


(g)             
Knowledge by the Trustee, the Custodian or the Certificate Administrator in one capacity shall not be deemed knowledge in
any other capacity.


Section 8.2.         
Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator. (a)  Except as
otherwise provided in Section 8.1:


(i)               
each of the Trustee, the Custodian and the Certificate Administrator may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, auditor’s certificate
or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee, the
Certificate Administrator or the Custodian, as applicable, shall not have any responsibility to ascertain or confirm the genuineness
of any such party or parties;


(ii)              
each of the Trustee, the Custodian and the Certificate Administrator may consult with any nationally recognized 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 with such Opinion of Counsel;


(iii)             
(A) none of the Trustee, the Custodian or the Certificate Administrator shall be under any obligation to exercise any of
the trusts or powers vested in it by this Agreement or to or to make any investigation of matters arising hereunder or institute,
conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless (x) such Certificateholders shall have offered to the Trustee, the Custodian
or the Certificate Administrator security or indemnity reasonably satisfactory to it against the 



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costs, losses, expenses and liabilities,
including reasonable legal fees, which may be incurred therein or thereby, (y) such action is not contrary to Applicable Law and
(z) is in the best interests of the Certificateholders; provided, however, that nothing contained herein shall relieve
the Trustee of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the
case may be (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise
such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as
a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; and (B) the right
of the Trustee, the Custodian and the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall
not be construed as a duty, and such party shall not be answerable for other than its negligence or willful misconduct in the performance
of any such act;


(iv)            
none of the Trustee, the Custodian, the Certificate Administrator or any of their respective Controlling Persons shall be
liable for any action reasonably taken, suffered or omitted by it in good faith and reasonably 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 or Special Servicer Termination Event hereunder of which a Responsible
Officer of the Trustee, the Certificate Administrator and the Custodian has actual knowledge and after the curing or waiver of
such Servicer Termination Event or Special Servicer Termination Event that may have occurred, the Trustee shall not be bound to
ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein (except
as specifically required by this Agreement) or 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 so to do by Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the outstanding
Certificates; provided, however, that if the payment within a reasonable time to such party of the costs, expenses
or liabilities likely to be incurred by any such party in the making of such investigation is, in the opinion of such party, not
reasonably assured to such party by the security afforded to it by the terms of this Agreement, such party may require indemnity
satisfactory to it against such costs, expenses or liabilities as a condition to taking any such action. The reasonable expense
of every such investigation shall be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation
relates to a Servicer Termination Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing,
and otherwise by the Certificateholders requesting the investigation;


(vi)             
each of the Trustee, the Custodian and the Certificate Administrator may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys selected by it with due
care;


(vii)           
neither the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection
with the execution and performance of its 



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duties hereunder, and in no event shall the Trustee or the Certificate Administrator
be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to
lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised of the likelihood of such
loss or damage;


(viii)           
in no event shall the Trustee or Certificate Administrator be liable for any failure or delay in the performance of their
obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result
of their own negligence, bad faith or willful misconduct;


(ix)             
nothing herein shall require the Trustee, the Custodian or the Certificate Administrator to act in any manner that is contrary
to applicable law; and


(x)              
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.


(b)              
Following the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets
to the Trust Fund not specifically contemplated by this Agreement.


(c)              
All rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee, the Custodian or
the Certificate Administrator may be enforced by such party without the possession of any of the Certificates, or the production
thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee, the
Custodian or the Certificate Administrator, as applicable, shall be brought in its name for the benefit of all the Holders of such
Certificates, subject to the provisions of this Agreement.


(d)              
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”),
the Trustee, the Custodian and the Certificate Administrator are required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Trustee, the Custodian or the Certificate Administrator,
as applicable. Accordingly, each of the parties agrees to provide to the Trustee, the Custodian and the Certificate Administrator,
upon its request from time to time such identifying information (including, without limitation, such party’s name, physical
address, tax identification number, organizational documents, certificate of good standing (or an equivalent), and license to do
business) and such other documentation as may be available for such party in order to enable the Trustee, the Custodian and the
Certificate Administrator to comply with Applicable Laws.


(e)              
The rights, privileges, protections, exculpations, immunities, benefits and indemnities afforded to the Trustee and the
Certificate Administrator hereunder (including but not limited to its right to be indemnified) are extended to, and shall be enforceable
by, the Trustee or the Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar and Authenticating Agent) as if they were each expressly set forth herein
for the benefit of the Trustee or the Certificate 



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Administrator, as applicable, in each such capacity mutatis mutandis.
For the avoidance of doubt, the Trustee and the Certificate Administrator shall be entitled to all of the rights, protections,
immunities and indemnities afforded to it hereunder.


Section 8.3.         
None of the Trustee, the Custodian or the Certificate Administrator is Liable for Certificates or the Trust Loan.
The recitals contained herein and in the Certificates (other than the signature and authentication of the Certificate Administrator
on the Certificates) shall not be taken as the statements of the Certificate Administrator, the Custodian or the Trustee and the
Trustee, the Custodian and the Certificate Administrator assume no responsibility for their correctness. The Certificate Administrator,
the Custodian and the Trustee make no representations as to the validity or sufficiency of this Agreement, the Certificates or
of the Trust Loan or related documents except as expressly set forth herein. The Certificate Administrator, the Custodian and the
Trustee shall not be liable for any action or failure to take any action by the Depositor, the Servicer, the Special Servicer or
the Operating Advisor hereunder or any action or failure to take any action by the Sponsor under the Loan Purchase Agreement, including,
without limitation, in connection with (i) any failure of the Sponsor to properly prepare each Assignment of the Mortgage,
assignment of the Collateral Security Document and UCC-3 financing statements pursuant to the Loan Purchase Agreement or (ii) the
any failure of the Special Servicer or any sub-servicer, agent of or counsel to the Special Servicer to conduct a Foreclosure in
accordance with the terms of this Agreement and applicable law, and none of the Trustee, the Custodian or the Certificate Administrator
shall be required to take any action in connection with any of the foregoing matters referred to in clauses (i) and (ii)
above (except to the extent otherwise expressly required pursuant to this Agreement). The Certificate Administrator, the Custodian
and the Trustee shall not at any time have any responsibility or liability for or with respect to the legality, ownership, title,
validity or enforceability of the Mortgages or Collateral Security Documents or the Mortgage Loan, or the perfection, sufficiency
and priority of the Mortgages or Collateral Security Documents or the maintenance of any such perfection and priority, or for or
with respect to the efficacy of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation, the existence, condition and ownership of the Property; the existence and
enforceability of any hazard insurance thereon; the validity of the assignment of the Trust Loan to the Trust; the performance
or enforcement of the Trust Loan (other than with respect to the Servicer or Special Servicer, if the Trustee shall assume the
duties of the Servicer and/or Special Servicer, respectively, pursuant to Section 7.2 and then only to the extent of
the obligations of the Servicer or Special Servicer, as applicable, hereunder); the compliance by the Depositor, the Loan Borrower,
the Servicer or the Special Servicer with any warranty or representation made under this Agreement or in any related document or
the accuracy of any such warranty or representation made under this Agreement or in any related document prior to the Trustee’s,
the Custodian’s or the Certificate Administrator’s, as applicable, receipt of notice or actual knowledge by a Responsible
Officer of any noncompliance therewith or any breach thereof and shall have no duty to investigate any such breach; any investment
of monies by or at the direction of the Servicer or the Special Servicer or any loss resulting therefrom; the failure of the Servicer
or the Special Servicer or any sub-servicer to act or perform any duties required of it hereunder; or any action by the Certificate
Administrator, the Custodian or the Trustee taken at the direction of the Depositor, the Servicer or the Special Servicer (other
than with respect to the Trustee if the Trustee shall assume the duties of the Servicer or the Special Servicer, respectively);
provided, however, that the foregoing shall not relieve the Certificate Administrator, the Custodian or the Trustee
of its obligation to perform its duties under 



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this Agreement. Except with respect to a claim based on either the Certificate Administrator’s,
the Custodian’s or the Trustee’s negligent action, negligent failure to act or willful misconduct (or such other standard
of care as may be provided herein with respect to any particular matter), no recourse shall be had for any claim based on any provisions
of this Agreement, the Certificates, the Mortgages, the Property, the Collateral Security Documents or the Trust Loan or assignment
thereof against the Certificate Administrator, the Custodian or the Trustee in its respective individual capacity, and none of
the Certificate Administrator, the Custodian nor the Trustee shall have any personal obligation, liability or duty whatsoever to
any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the
Trust Fund or any indemnitor who shall furnish indemnity as provided in this Agreement. None of the Certificate Administrator,
the Custodian or the Trustee shall have any responsibility for filing any financing or continuation statements in any public office
at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record
this Agreement (unless, with respect to the Trustee, the Trustee shall have become the successor Servicer or Special Servicer).
Neither the Certificate Administrator nor the Trustee shall be accountable for the use or application by the Depositor of any of
the Certificates or of the proceeds of such Certificates or for the use or application of any funds paid to the Servicer or the
Special Servicer, as applicable, in respect of the Trust Loan deposited into the Collection Account (except to the extent that
the Collection Account or such other account is held by the Certificate Administrator or the Trustee in its commercial capacity),
or for investment of such amounts (other than investments made with the Certificate Administrator or the Trustee in their commercial
capacity).


The Trustee, the Custodian
and the Certificate Administrator, by reason of the action or inaction of its directors, officers, members, managers, partners,
employees or agents shall have no liability to the Trust, the Certificateholders or the Companion Loan Holders for any action taken
or for refraining from the taking of any action in good faith pursuant to this Agreement or for actions taken or not taken at the
direction of Certificateholders in accordance with this Agreement, or for errors in judgment or for the failure to act, if such
act is contrary to applicable law; provided, however, that this provision shall not protect the Trustee, the Certificate
Administrator, the Custodian or any such Person against any liability that would otherwise be imposed by reason of willful misconduct,
bad faith or negligence, in each case, as determined by a court of competent jurisdiction or as agreed to by the relevant parties,
of the Trustee, the Custodian, the Certificate Administrator or any such Person, as applicable. The Trustee, the Custodian, the
Certificate Administrator and any of its respective directors, officers, members, managers, partners, employees, Affiliates, agents
or Controlling Persons shall be indemnified by the Trust Fund pursuant to Section 3.4(c) out of amounts on deposit
in the Collection Account, and held harmless against any loss, liability, claim, demand or expense incurred in connection with
or related to the Trustee’s, the Custodian’s or the Certificate Administrator’s performance of its powers and
duties under this Agreement (including, without limitation, performance under Section 8.1 hereof), the Trust Loan,
the Property or the Certificates; provided, however, that this provision shall not protect the Trustee, the Custodian,
the Certificate Administrator or any such Person against any breach of its representations or warranties made in this Agreement
or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence, in each case, as determined
by a court of competent jurisdiction or as agreed to by the relevant parties, of the Trustee, the Custodian, the Certificate Administrator
or any such Person, as applicable. The indemnification provided hereunder shall survive the resignation or removal of 



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the Trustee,
the Custodian or the Certificate Administrator and the termination of this Agreement. Anything herein to the contrary notwithstanding,
the Trustee shall be responsible for its acts or failure to act as Servicer and/or Special Servicer during the time the Trustee
is serving as such pursuant and subject to the terms of this Agreement.


Section 8.4.         
Trustee and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their
individual or any other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as
it would have if they were not the Trustee or the Certificate Administrator.


Section 8.5.         
Trustee’s, Custodian’s and Certificate Administrator’s Fees and Expenses. The Trustee and the Certificate
Administrator shall be entitled to the Trustee Fee and the Certificate Administrator Fee (excluding the portion of the Certificate
Administrator Fee that represents the Trustee Fee, which is payable to the Trustee), respectively payable pursuant to Section 3.4(c).
The Certificate Administrator 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 Certificate Administrator’s and the Trustee’s sole form of compensation for
all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of
the powers and duties of the Certificate Administrator and the Trustee hereunder. No Trustee Fee or Certificate Administrator Fee
shall be payable with respect to the Companion Loan. The Trustee, the Custodian and the Certificate Administrator shall be entitled
to be reimbursed for all reasonable expenses and disbursements incurred or made by the Trustee, the Custodian or the Certificate
Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the fees and expenses of its
counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense
incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may
arise from its negligence, willful misconduct or bad faith or which is expressly the responsibility of a Certificateholder or Certificateholders
hereunder, all of which reimbursements to be paid from amounts deposited into the Collection Account pursuant to Section 3.4(c);
provided, however, that none of the Trustee, the Custodian or the Certificate Administrator shall refuse to perform
any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses so long as (a) payment of
such fees and expenses are reasonably assured to it or (b) to the extent that the Trustee’s obligation hereunder is expressly
contingent upon receipt of an indemnity from the Certificateholder, that it has received such indemnity. The Trustee, the Custodian
and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the
actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement.
Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled
to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary
and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.


Section 8.6.         
Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a)  Each
of the Trustee and the Certificate Administrator hereunder shall at all times:



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(i)               
be a corporation, association or 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;


(ii)              
have a combined capital and surplus of at least $50,000,000;


(iii)             
have a rating on its unsecured long-term debt of at least “A2” by Moody’s or otherwise acceptable to Moody’s
as confirmed by receipt of a Rating Agency Confirmation;


(iv)             
be subject to supervision or examination by federal or state authority; and


(v)              
in the case of the Trustee, shall not be an Affiliate of the Servicer or the Special Servicer (except during any period
when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2).


If a corporation,
association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for purposes of this Section 8.6 the combined capital and surplus of such
entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the
Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable,
shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay
such tax from its own funds and continue as Trustee or the Certificate Administrator, as applicable, or (iii) administer the
Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate
Administrator, as applicable, shall cease to be eligible in accordance with the provisions of this Section 8.6, the
Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in
Section 8.7.


(b)              
The Trustee and the Certificate Administrator 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 covering
the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf
of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement. Such insurance
policy shall protect the Trustee and the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement,
fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required
by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable.
In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable,
shall obtain a comparable replacement bond or policy. In lieu of the foregoing but subject to this Section 8.6(b),
the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long
as it (or its immediate or remote parent) is rated at least “A3” by Moody’s (or, if not rated by Moody’s,
an equivalent rating by another NRSRO or rated no lower than “A-:VIII” by A.M. Best Company, Inc.).



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Section 8.7.         
Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by (i) giving written notice of resignation
to the Depositor, the Loan Borrower, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Certificate Registrar (if other than the Certificate Administrator), the Companion Loan Holders and subject to Section 10.16
and Section 10.17, and the 17g-5 Information Provider (who shall promptly post such written notice to the 17g-5 Information
Provider’s Website, pursuant to Section 10.16) and by mailing notice of resignation by first class mail, postage
prepaid, to the Certificateholders at their addresses appearing on the Certificate Register, not less than 60 days before
the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) acceptance
by a successor Trustee or successor Certificate Administrator appointed by the Depositor in accordance with Section 8.8
meeting the qualifications set forth in Section 8.6. Upon such notice of resignation, the Depositor shall promptly
appoint a successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall
have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation,
the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment
of a successor Trustee or Certificate Administrator, as applicable, and such expense shall be a Trust Fund Expense.


If at any time any
of the following occur: (x) the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions
of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s
resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator
shall materially default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or
the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of
the Trustee or the Certificate Administrator or of either of their 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 then, in any such case, (1) the Depositor may remove upon 30 days’ written notice the Trustee
or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by
written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered
to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate
Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least
six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable.
Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator,
as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or
Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator,
as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate
Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date of appointment
by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding
Certificates, may 



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at any time upon thirty (30) days’ notice to the Trustee or the Certificate Administrator, as applicable,
remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator,
as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized,
one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special
Servicer and the Loan Borrower), one complete set to the Operating Advisor, one complete set to the Trustee or the Certificate
Administrator, as applicable, so removed and one complete set to the successor(s) so appointed; provided that such Certificateholders
shall pay all the reasonable costs and expenses of the Certificate Administrator or Trustee, as applicable, necessary to effect
the transfer of the rights and obligations of the Certificate Administrator or Trustee, as applicable, to a successor. Subject
to Section 10.17, notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment
by the successor Trustee or the Certificate Administrator shall be given to the Companion Loan Holders and the 17g-5 Information
Provider (who shall promptly post such written notice to the 17g-5 Information Provider’s Website, pursuant to Section 10.16)
by the successor Trustee or the Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator
shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) have been paid to the Trustee
or Certificate Administrator, as applicable, in full.


Any resignation or
removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor
Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.


In the event of any
resignation or removal of the Trustee or the Certificate Administrator under this Agreement, such resignation or removal shall
be effective with respect to each of such party’s other capacities hereunder (including, without limitation, such party’s
capacities as Trustee, Certificate Administrator, Custodian and Certificate Registrar, as the case may be).


Section 8.8.         
Successor Trustee or Successor Certificate Administrator. Any successor Trustee or Certificate Administrator appointed
as provided in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer
and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making
the representations and warranties of the Trustee or the Certificate Administrator, as applicable, as provided in Section 2.3
and Section 2.7, respectively, and thereupon the resignation or removal of the predecessor trustee or certificate administrator
shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee or certificate administrator herein. The predecessor Certificate Administrator shall
deliver or cause to be delivered to the successor Certificate Administrator, as applicable, the Mortgage File and related documents
and statements held by it hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor trustee or certificate
administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully
and certainly vesting and confirming in the successor Trustee or Certificate Administrator all such rights, powers, duties and
obligations.



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No successor Trustee
or Certificate Administrator shall accept appointment as provided in this Section 8.8 unless at the time of such acceptance
such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6 and its appointment
shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior
to the resignation or termination of the Trustee or Certificate Administrator).


Upon acceptance of
appointment by a successor Trustee or Certificate Administrator as provided in this Section 8.8, the successor Trustee
or Certificate Administrator shall mail notice of the succession of such trustee or certificate administrator hereunder to all
Holders of Certificates at their addresses as shown in the Certificate Register, the Depositor, the Loan Borrower, the Companion
Loan Holders and the Rating Agency.


Section 8.9.         
Merger or Consolidation of the Trustee or the Certificate Administrator. Any Person into which the Trustee or the
Certificate Administrator may be merged or converted or with which either 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 such Person shall be eligible under
the provisions of Section 8.6, without the execution or filing of any paper or further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.


Section 8.10.     
Appointment of Co-Trustee or Separate Trustee. (a)  At any time or times, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Property may at the time be located or in which any action of the
Trustee may be required to be performed or taken, the Trustee, the Depositor or the Holders of Certificates evidencing, in the
aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may
appoint one or more individuals or corporations to act as separate trustee or separate trustees or co-trustees, acting jointly
with the Trustee, of all or any part of such Property, to the full extent that local law makes it necessary for such separate trustee
or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee
shall be paid by the Trust Fund pursuant to Section 3.4(c).


(b)             
The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of
any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such
title, rights or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such
title to any Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument
of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by
the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all
the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are
to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be.
Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its
attorney-in-fact and agent with full power and authority to do all acts and things and to exercise 



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all discretion on its behalf
and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign
or be removed, the title to the Property and all assets, property, rights, powers, duties and obligations of such separate trustee
or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the appointment of a successor
to such separate trustee or co-trustee unless and until a successor is appointed.


(c)            
All provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to
and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10,
and to the Trustee and Certificate Administrator in each capacity that it may assume hereunder, including without limitation, its
capacity as Custodian, 17g-5 Information Provider, Certificate Administrator, Certificate Registrar and Authenticating Agent, as
applicable.


(d)            
Every co-trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee
shall act, subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon
the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised
or performed by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed
by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee
shall be exercised hereunder by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee and
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.


If, at any time, the
Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver
all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the foregoing,
the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or
responsibilities in any way or to any degree.


(e)              
Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant
to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


(f)              
Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall
not exceed those of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth
in Section 8.6.


Section 8.11.     
Appointment of Authenticating Agent. (a)  The Certificate Administrator may appoint an agent or agents
which shall be authorized to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating
Agent”), and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid and
obligatory for all purposes as if authenticated by the Certificate Administrator 



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hereunder. Wherever a reference is made in this
Agreement to the authentication and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Certificate
Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator
by an Authenticating Agent. Each Authenticating Agent shall, at all times, be a corporation or association organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such law
to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000 authorized under such laws to
do trust business and subject to supervision or examination by federal or state authorities. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 8.11, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section 8.11. The initial Authenticating
Agent shall be the Certificate Administrator.


(b)              
Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding
to the corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such
Person shall be otherwise eligible under this Section 8.11, without the execution or filing of any paper or any further
act on the part of the Certificate Administrator or the Authenticating Agent.


(c)              
An Authenticating Agent may resign at any time by giving at least 30 days’ advance written notice thereof to
the Certificate Administrator, the Servicer or Special Servicer, as applicable, and the Depositor. The Certificate Administrator
may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent,
the Servicer or Special Servicer, as applicable, and the Depositor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section 8.11, the Certificate Administrator may appoint a successor Authenticating Agent and shall mail written notice
of such appointment by first class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate
Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.11.


Section 8.12.     
Indemnification by the Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator,
as applicable, shall indemnify and hold harmless the Trust, the Servicer, the Special Servicer, the Operating Advisor, the Depositor
and each other party to this Agreement from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable
legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust, the Servicer, the Special
Servicer, the Operating Advisor or the Depositor, 



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as applicable, that arise out of or are based upon (i) a breach by the Trustee
or the Certificate Administrator, as applicable, of its representations and warranties under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Trustee or the Certificate Administrator, as applicable, in the performance
of its obligations under this Agreement or its reckless disregard of its obligations and duties under this Agreement.


For the avoidance
of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust, the Certificate Administrator,
the Trustee, the Operating Advisor, the Servicer, the Special Servicer or the Depositor is required to indemnify the Trust or another
party to this Agreement for costs, fees and expenses, such costs, fees and expenses are intended to include attorney’s fees
and expenses relating to the enforcement of such indemnity.


Section 8.13.     
Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any
Distribution Date and a voluntary prepayment or the payment at maturity by the Loan Borrower of the Trust Loan or any portion thereof,
the Certificate Administrator shall report the amount of such prepayment or payment to the Depository based on information received
from the Servicer or Special Servicer in reliance on notices received from the Loan Borrower. In the event of any inconsistencies
in payments or prepayments made by the Loan Borrower with the previously delivered notices by the Loan Borrower, all costs and
expenses incurred as a result of a failure by the Loan Borrower to make any such payments or prepayment, shall be paid by the Loan
Borrower in accordance with the Loan Agreement provided that the amount of payment reported to the Depository by the Certificate
Administrator was consistent with the information received from the Servicer or Special Servicer. If the Loan Borrower fail to
do so, such costs and expenses shall be reimbursed to the Certificate Administrator and to the Servicer or Special Servicer, as
applicable, by the Trust pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Certificate
Administrator, the Servicer nor the Special Servicer shall be liable for any inability or delay of the Depository to make a distribution
as a result of such inconsistencies. Notwithstanding the foregoing, the Certificate Administrator shall notify the Depository on
the Remittance Date or as soon as reasonably possible of any such inconsistencies.


Section 8.14.     
Access to Certain Information. (a)  The Certificate Administrator shall afford to any Privileged Person
(including the Controlling Class Representative) and to the Office of the Comptroller of the Currency, the FDIC and any other banking
or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation regarding
the Trust Loan or the other assets of the Trust Fund that are in its possession or within its control (or, upon request, make copies
thereof available to any Privileged Person at the reasonable cost and expense of such Privileged Person). Such access shall be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate
Administrator.


(b)              
The Certificate Administrator shall make available to Privileged Persons and any Borrower Related Party that certifies to
the Certificate Administrator in the form of Exhibit BB-2 that it is a Certificateholder or Beneficial Owner of a Certificate,
via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or 



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delivered
to the Certificate Administrator in a readable, uploadable, un-corrupted and un-locked electronic format):


(i)               
The following “deal documents”:


(A)            
the Offering Circular and any other disclosure document relating to the 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, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Loan Purchase Agreement and any amendments and exhibits hereto or thereto; and


(C)             
the CREFC® Loan Setup File delivered to the Certificate Administrator by the Servicer.


(ii)              
The following “periodic reports”:


(A)            
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b); and


(B)             
all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a)
other than the CREFC® Loan Setup File and CREFC® Special Servicer Loan File.


(iii)               
The following “additional documents”:


(A)            
summaries of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


(B)             
all inspection reports delivered to the Certificate Administrator pursuant to Section 3.20;


(C)             
all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);


(D)            
any notice or documents provided to the Certificate Administrator by the Depositor or the Servicer directing the Certificate
Administrator to post to the “special notices” tab; and


(E)             
any Operating Advisor Annual Reports.


(iv)               
The following “special notices”:


(A)            
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);



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(B)             
any notice of termination of the Servicer, the Special Servicer or the Operating Advisor delivered to the Certificate Administrator
pursuant to Section 7.1(b);


(C)             
any notice of a Servicer Termination Event, Special Servicer Termination Event or Operating Advisor Termination Event delivered
to the Certificate Administrator pursuant to Section 7.1(b);


(D)                              
any request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer or
the Operating Advisor pursuant to Section 7.1(e) or Section 3.27(i), as applicable;


(E)             
any notice of resignation of the Trustee, Certificate Administrator or the Operating Advisor and any notice of the acceptance
of appointment by the successor Trustee, successor Certificate Administrator or the successor Operating Advisor pursuant to Section 8.7
or Section 3.27(n), as applicable;


(F)             
any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the
related report prepared by the Operating Advisor in connection with such recommendation;


(G)            
any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Servicer’s
or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance,
pursuant to Section 3.21(f);


(H)            
any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


(I)               
any Assessment of Compliance delivered to the Certificate Administrator;


(J)               
any Attestation Reports delivered to the Certificate Administrator;


(K)            
any amendment to this Agreement; and


(L)             
any notice of an ongoing Appraisal Reduction Event, Operating Advisor Consultation Event, Consultation Termination Event
or Control Termination Event.


(v)              
subject to Section 3.28(b), the following “risk retention special notices”, if any, shall also be
posted to the “U.S. Risk Retention Special Notices” tab on the Certificate Administrator’s Website to the extent
such notice is provided by the Retaining Sponsor:


(A)            
to the extent provided by the Retaining Sponsor, the fair value of the Class HRR Certificates as of the Closing Date and
the fair value of the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention




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Rules) that the Retaining Sponsor would have been required to retain under the Credit Risk Retention Rules;


(B)             
to the extent provided by the Retaining Sponsor, any material differences between (a) the valuation methodology or any of
the key inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the preliminary
Offering Circular under the heading “Credit Risk Retention” prior to the pricing of the Certificates and (b) the valuation
methodology or the key inputs and assumptions that were used in calculating the fair values referred to in clause (v)(A)above;
and


(C)             
to the extent provided by the Retaining Sponsor, any noncompliance of the applicable Credit Risk Retention Rules by the
Third-Party Purchaser or a successor third party purchaser as and to the extent the Retaining Sponsor is required under the Credit
Risk Retention Rules.


(vi)             
the “Investor Q&A Forum” pursuant to Section 4.5(a); and


(vii)           
solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b).


The Servicer, the
Special Servicer, the Certificate Administrator and the Trustee may each rely on (i) an investor certification in the form of Exhibit
BB-1 hereto from the Controlling Class Representative to the effect that such Person is not a Borrower Related Party and (ii)
an investor certification in the form of Exhibit BB-2 hereto from the Controlling Class Representative to the effect that
such Person is a Borrower Related Party. In the event that the Controlling Class Representative becomes a Borrower Related Party,
such party shall promptly notify each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing
substantially in the form of Exhibit BB-2 that such party is a Borrower Related Party and thereafter shall not be entitled
to any information made available on the Certificate Administrator's Website other than the Distribution Date Statement. None of
the Servicer, the Special Servicer or the Certificate Administrator shall be liable for any communication to the Controlling Class
Representative or disclosure of information if the Servicer, the Special Servicer or the Certificate Administrator, as applicable,
did not receive prior written notice that the Controlling Class Representative is a Borrower Related Party. Each of the Servicer,
the Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on any certification delivered by
the Controlling Class Representative, as applicable, substantially in the form of Exhibit BB-1 that such Person is not or
is no longer a Borrower Related Party.


In lieu of the tabs
or headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels
as it may reasonably determine from time to time.


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in
clause (v) above, provide email notification to any Privileged Person (other than Financial Market Publishers) that has
registered 



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to receive access to the Certificate Administrator’s Website that a notice has been posted to the “U.S.
Risk Retention Special Notices” tab.


In connection with
providing, or causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.14(b),
the Certificate Administrator shall require: (a) in the case of Certificateholders, 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 to its auditors, legal counsel and regulators and 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 (b) in
the case of a prospective purchaser of a Certificate or an interest therein or a licensed or registered investment advisor acting
on behalf of such purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate
or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential.


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in
clause (v) 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.


Upon delivery by the
Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information
Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing
17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the
Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 8.14(b). The Depositor
shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other
information on the 17g-5 Information Provider’s Website to any designee or other third party.


Except as otherwise
provided in this Agreement and subject to Section 6.3(a), the Certificate Administrator shall not be liable for providing
or disseminating information in accordance with the terms of this Agreement. The Certificate Administrator shall not be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 8.14(b) unless such information was produced by the Certificate Administrator. The obligations of the
Certificate Administrator to provide access to those certain documents, information and other items described in this Section 8.14
shall extend only to those such documents, information and other items actually in possession of the Certificate Administrator.
The Certificate Administrator may deny any of the foregoing Privileged Persons access to confidential information with respect
to which the Certificate Administrator is restricted from disclosing by applicable law.


(c)              
The Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
make available through its website or otherwise, any CREFC® Reports and any additional information relating to the
Mortgage Loan, 



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the Property or the Loan Borrower, for review by any Privileged Person and subject to Section 10.16
and Section 10.17, the Rating Agency, in each case except to the extent doing so is prohibited by this Agreement, applicable
law or by the Loan Documents. Each of the Servicer and 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 Certificate Administrator, enter into an Investor Certification or
other confidentiality agreement acceptable to the Servicer or Special Servicer, as the case may be, and (B) acknowledge that
the Servicer or the Special Servicer may contemporaneously provide such information to any other Privileged Person. In addition,
to the extent access to such information is provided via the Servicer’s or the Special Servicer’s website, the Servicer
and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional
or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of
the items described in this Section 8.14(c) to current and prospective Certificateholders the form of confidentiality
agreement used by the Servicer or the Special Servicer, as applicable, shall require: (a) in the case of a Certificateholder
or a licensed or registered investment advisor acting on behalf of such Certificateholder, an Investor Certification executed by
the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except
that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to
any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such
other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (b) in the case of a prospective purchaser of Certificates or interests therein or a licensed or registered
investment advisor acting on behalf of such prospective purchaser, an Investor Certification indicating that such Person is a prospective
purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential.


The Special Servicer,
subject to the limitations on delivery of Privileged Information, shall deliver to the Operating Advisor such reports and other
information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, requested
by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


Except as otherwise
provided in this Agreement and subject to Section 6.3(a), neither the Servicer nor the Special Servicer shall be liable
for the dissemination of information in accordance with this Agreement. Neither the 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 8.14(c) unless such information was produced by the Servicer or Special Servicer, as applicable.


(d)             
The Certificate Administrator shall maintain at its offices (and, upon reasonable prior written request and during normal
business hours, shall make available, or cause to be made available) for review by any Privileged Person (other than prospective
purchasers) and any Borrower Related Party that certifies to the Certificate Administrator in the form of Exhibit



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 BB-2 that
it is a Certificateholder or Beneficial Owner of a Certificate, originals or copies of the following items (to the extent such
items are in the Certificate Administrator’s possession):


(i)           
the Offering Circular;


(ii)         
this Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date
(if any), the Loan Purchase Agreement and any amendments and exhibits hereto or thereto;


(iii)         
all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available
to Certificateholders pursuant to Section 4.4(a) of this Agreement since the Closing Date;


(iv)        
all Officer’s Certificates and accountants’ reports delivered to the Certificate Administrator since the Closing
Date;


(v)         
the most recent inspection report prepared by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in pursuant to Section 3.20 of this Agreement;


(vi)        
any and all notices and reports delivered to the Certificate Administrator with respect to the Property as to which the
environmental testing contemplated by Section 3.12(d) of this Agreement revealed that neither of the conditions set
forth in clauses (i) and (ii) thereof was satisfied;


(vii)        
the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loan entered
into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator pursuant to Section 3.22
of this Agreement;


(viii)       
the summary of each Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.10(h)
of this Agreement;


(ix)         
the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special
Servicer, as applicable, and delivered to the Certificate Administrator for the Property, together with the other information specified
in Section 3.18 of this Agreement;


(x)         
notice of termination or resignation of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
(and appointments of successors thereto);


(xi)         
any Appraisals, environmental site assessments, property condition assessments and seismic reports relating to the Property;
and


(xii)        
any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.



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The Certificate Administrator
shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of
the parties set forth in the previous sentence at the reasonable expense of the requesting party.


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


Article 9



TERMINATION


Section 9.1.         
Termination. (a)  The respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby (other than the obligation to
make certain payments to the Companion Loan Holders, the obligation of the Certificate Administrator to make certain payments to
Certificateholders after the final Distribution Date, the obligation of the Certificate Administrator to file final tax returns
for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for such period of time as it
maintains its own books and records and the indemnification rights and obligations of the parties hereto) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to this Article 9
following the later of (i) the final payment on the Certificates or (ii) the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to this Agreement, as applicable) or the liquidation or abandonment of
the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date hereof. Upon termination of the Trust
pursuant to clauses (i) and (ii) of the immediately preceding sentence, the Custodian shall release or
cause to be released to the Servicer, at the address provided in Section 10.4 of this Agreement or to such other address
designated by the Servicer in writing, any Mortgage Files remaining in its possession. In connection with a termination of the
Trust under this Article 9, the obligations and responsibilities of the Custodian under this Agreement shall terminate
upon its delivery of the Mortgage Files to the Servicer as required by this Section 9.1, except for the obligation
of the Custodian to execute assignments, endorsements and other instruments as required by this Section 9.1.


(b)              
On the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a person other
than the Certificateholders, shall be applied generally as described in Section 4.1.


(c)              
Notice of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment
of the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders
mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Certificates shall
be made upon presentation and surrender of Certificates at the office or agency of the Certificate Administrator therein designated,
(B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such 



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Distribution Date
is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the
Certificate Administrator therein specified.


Section 9.2.         
Additional Termination Requirements. In connection with any termination pursuant to Section 9.1 other
than final payment on the Trust Loan, the Trust Fund shall be terminated in accordance with the following additional requirements,
unless the Certificate Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of terminating
either the Lower-Tier REMIC or the Upper-Tier REMIC will not subject the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC
to federal income tax:


(i)               
within eighty-nine (89) days prior to the final Distribution Date, the Certificate Administrator shall designate the
first day of the 90-day liquidation period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice
from the Certificate Administrator to the Certificateholders as soon as practicable prior to such final Distribution Date, and
shall specify such date in the final tax return of each such Trust REMIC;


(ii)              
at or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution
Date, the Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust
Fund; and


(iii)             
at or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited
to the Trust Fund, the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC
to be distributed to the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the
Class R Certificates (in respect of the Class LT-R Interest) in accordance with Section 4.1(b) and (B) as
part of the Upper-Tier REMIC to be distributed to the Holders of the Regular Certificates and the Class R Certificates (in
respect of the Class UT-R Interest) in accordance with Section 4.1(a) and Section 4.1(g).


Section 9.3.         
Trusts Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


Article 10



MISCELLANEOUS PROVISIONS


Section 10.1.     
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders or any Companion Loan Holders:


(i)               
to correct any inconsistency, defect or ambiguity in this Agreement or to correct 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
Offering Circular with respect to the Certificates, the Trust or this Agreement to correct or supplement any of its provisions




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which may be inconsistent with any other provisions in this Agreement, or to correct any error;


(iii)             
to change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property
Account, provided that (A) the Remittance Date may in no event be later than the Business Day prior to the related
Distribution Date and (B) (1) the change would not adversely affect in any material respect the interests of any Certificateholder
or Companion Loan Holder, as evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment or at
the expense of the Trust Fund if the requesting party is the Trustee or the Certificate Administrator) or (2) a Rating Agency
Confirmation is obtained (at the expense of the party requesting the amendment or at the expense of the Trust Fund if the
requesting party is the Trustee or the Certificate Administrator);


(iv)             
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim against the Lower-Tier
REMIC or the Upper-Tier REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting the amendment or if the requesting party is the Certificate Administrator or the Trustee,
at the expense of the Trust) to the effect that (1) the action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of imposition of any such tax and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (B) to the extent necessary to comply with the Investment Company Act of
1940, as amended, the Trust Indenture Act of 1939, as amended, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;


(v)             
to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to)
the transfer of the Class R Certificates; provided that the Depositor has determined that the amendment will not give
rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, further,
that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


(vi)            
to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the required action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Holder not consenting to such amendment, as evidenced by (a) an Opinion of Counsel (at the expense of the party requesting
the amendment or at the expense of the Trust Fund if the Trustee or the Certificate Administrator is the requesting party) and
(b) a Rating Agency Confirmation (at the expense of the party requesting the amendment or at the expense of the Trust
Fund if the requesting party is the Trustee or the Certificate Administrator;



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(vii)            
to amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each
Class of Certificates by any Rating Agency; provided that such amendment does not adversely affect in any material respect
the interests of any Certificateholder or Companion Loan Holder;


(viii)           
to modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (a) the Depositor,
the Servicer, the Certificate Administrator and the Trustee, 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 cause
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, as evidenced by an Opinion of Counsel (at the expense
of the party requesting the amendment or at the expense of the Trust Fund if the Trustee or the Certificate Administrator is the
requesting party) and (c) a Rating Agency Confirmation (at the expense of the party requesting the amendment or at the
expense of the Trust Fund if the requesting party is the Trustee or the Certificate Administrator) is obtained;


(ix)              
to modify the procedures set forth in this Agreement relating to Exchange Act Rule 17g-5 or Rule 15Ga-1 compliance;
and


(x)              
to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules or any other regulations
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal; provided
that no such modification, elimination or addition may change in any manner the rights or obligations of the Third Party Purchaser
under this Agreement or the Credit Risk Retention Compliance Agreement without the consent of the Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment to this Agreement contemplated by this Section 10.1(a) shall be permitted if the amendment
would (i) reduce the consent or consultation rights or the right to receive information under this Agreement of the Controlling
Class Representative without the consent of the Controlling Class Representative, (ii) change in any manner the obligations or
rights of the Sponsor under the Loan Purchase Agreement or this Agreement without the consent of the Sponsor, (iii) change in any
manner the obligations or rights of any Initial Purchaser without the consent of the related Initial Purchaser or (iv) adversely
affect any Companion Loan Holder in its capacity as such without its consent.


(b)              
This Agreement may also be amended by the parties to this Agreement with the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% 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 the Certificates, except that the amendment may not (1) reduce
in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required to be distributed on
any Certificate; (2) alter in any manner the liens on any Collateral securing payments of the Trust Loan, (3) alter the
obligations of the Servicer or the Trustee to make an Advance or alter the Accepted 



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Servicing Practices; (4) change the percentages
of Voting Rights or Percentage Interests of Certificateholders that are required to consent to any action or inaction under this
Agreement; (5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend this Section 10.1.


(c)              
Notwithstanding the foregoing, no amendment to this Agreement may be made that changes in any manner the obligations of
the Sponsor under the Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, Servicer, Special Servicer,
Operating Advisor or Certificate Administrator may, but will not be obligated to, enter into any amendment to this Agreement that
it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, Servicer, Special Servicer,
Operating Advisor or Certificate Administrator under this Agreement.


(d)              
It shall not be necessary for the consent of Certificateholders under this Section 10.1 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.


(e)              
Notwithstanding the foregoing, no amendment may be made to this Agreement unless the Certificate Administrator, the Trustee,
the Operating Advisor, the Servicer and the Special Servicer have first received an Opinion of Counsel (at the expense of the party
requesting the amendment, or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting
party) to the effect that the amendment is authorized or permitted under this Agreement and all conditions precedent have been
met and that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Operating Advisor, the
Depositor, the Certificate Administrator, the Trustee or any other specified person in accordance with the amendment, will not
result in an Adverse REMIC Event.


(f)               
Promptly after the execution of any amendment to this Agreement or any amendment to the Loan Purchase Agreement, the Certificate
Administrator shall post a copy of such amendment on the Certificate Administrator’s Website and furnish written notification
of the substance of such amendment to each Certificateholder, the Depositor, the Servicer, the Special Servicer, the Initial Purchaser,
the Loan Borrower and, subject to Section 10.17, the 17g-5 Information Provider (who shall promptly post such written
notice to the 17g-5 Information Provider’s Website, pursuant to Section 10.17).


(g)              
In the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 10.1
shall be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or Special Servicer, as applicable,
and, to the extent required by this Section 10.1, the required Certificateholders.


(h)              
Unless otherwise specified in Section 10.1(a), the costs and expenses associated with any such amendment, including
without limitation, Opinions of Counsel and Rating Agency Confirmations, shall be borne by the party requesting such amendment
(or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the
Certificate Administrator for any purpose described in Section 10.1(a) (which 



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do not modify or otherwise relate solely
to the obligations, duties or rights of the Trustee or the Certificate Administrator), then at the expense of the Depositor and,
if neither the Depositor nor any successor thereto is in existence, the Trust Fund).


Section 10.2.     
Recordation of Agreement; Counterparts. (a)  This Agreement or an abstract hereof, if acceptable by the
applicable recording office, is subject to recordation in all appropriate public offices for real property records in the county
in which any Property subject to the Mortgages is situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Trustee or the Certificate Administrator at the expense of the Trust upon its receipt of
an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders
of the Trust.


(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.


Section 10.3.     
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 AND
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.



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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 10.4.     
Notices. All demands, notices and communications hereunder shall be in writing, shall be deemed to have been given
upon receipt (except that notices to Holders of any Class of Certificates held in registered, definitive form shall be deemed to
have been given upon being sent by first class mail, postage prepaid) as follows:


If to the Trustee, to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

CSMC 2019-UVIL


with a copy to:



Facsimile number: (410) 715-2380

E Mail: cts.cmbs.bond.admin@wellsfargo.com, and to

trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


If to the Certificate Administrator,
to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSMC 2019-UVIL

Facsimile Number: (410) 715-2380

E-mail: cts.cmbs.bond.admin@wellsfargo.com, cts.sec.notifications@wellsfargo.com and to

trustadministrationgroup@wellsfargo.com


or in the case of a request for
release of the Class HRR Certificates and any transfer of the Class HRR Certificates during the Transfer Restriction Period to:


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) – CSMC 2019-UVIL


with a copy to:


E-mail: riskretentioncustody@wellsfargo.com



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With respect to any certificate
transfer services other than for a transfer or exchange of the Class HRR Certificate during the Transfer Restriction Period:


Wells Fargo Bank, National Association

Certificate Registrar

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479-0113

Attention: CTS: Certificate Transfers (CMBS): CSMC 2019-UVIL


With respect to the Custodian:


Wells Fargo Bank, National Association

1055 10th Avenue, Southeast

Minneapolis, Minnesota 55414

Attn: Document Custody Group CSMC 2019-UVIL

with a copy to: cmbscustody@wellsfargo.com


If to the Depositor, to:




Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Chuck Lee

Facsimile Number: (212) 322-0965

E-mail: chuck.lee@credit-suisse.com


with a copy to:




Credit Suisse Commercial Real Estate & CMBS

11 Madison Avenue, 11th Floor

New York, New York 10010

Attention: Barbara Nottebohm

Facsimile Number: (212) 743-2823

E-mail: barbara.nottebohm@credit-suisse.com


with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Robert Kim

Facsimile Number: (212) 504-6666

E-mail: robert.kim@cwt.com



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If to the Servicer, to:



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

10851 Mastin Street, Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President-Division Head

Facsimile number: (888) 706-3565

E-mail: NoticeAdmin@midlandls.com;


with a copy to:



Eversheds Sutherland (US) LLP


700 6th Street, NW Suite 700

Washington, DC 20001

Attention: Lisa A. Rosen, Esq.

Facsimile number: (202) 637-3593;


 


If to the Special Servicer, to:



Cohen Financial, a Division of Truist Bank, successor by merger to SunTrust Bank

Loan Administration Service Center

4601 College Blvd.

Suite 300

Leawood, Kansas 66211

Attention: Head of Investor Services

Facsimile Number: (866) 315-6202

E-mail: loanadmin@cohenfinancial.com;


If to the Operating Advisor,
to:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSMC 2019-UVIL – Surveillance Manager (with a copy sent contemporaneously via e-mail to: cmbs.notices@parkbridgefinancial.com);


 


If to the Retaining Sponsor, to:



Column Financial, Inc.


11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: David Tlusty


Facsimile Number: (646) 935-8520


E-mail: david.tlusty@credit-suisse.com


 


with a copy to:



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Column Financial, Inc.


11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: N. Dante LaRocca


with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Robert Kim

Facsimile Number: (212) 504-6666

E-mail: robert.kim@cwt.com


 


If to the Sponsor, to:



Column Financial, Inc.


11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: David Tlusty


Facsimile Number: (646) 935-8520


E-mail: david.tlusty@credit-suisse.com


 


with a copy to:


 


Column Financial, Inc.


11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: N. Dante LaRocca


with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Robert Kim

Facsimile Number: (212) 504-6666

E-mail: robert.kim@cwt.com


If to the initial Controlling
Class Representative, to:



Core Credit Partners A LLC


c/o Square Mile Capital Management
LLC


350 Park Avenue


New York, New York 10022


Attention: Daniel M. Kasell



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Email: dkasell@squaremilecapital.com


with a copy to:


 


Arnold & Porter Kaye Scholer LLP


70 West Madison Street, Suite 4200


Chicago, Illinois 60602


Attention: Daniel J. Hartnett


Email: Daniel.Hartnett@arnoldporter.com


If to any Certificateholder,
to:



the address set forth in the Certificate Register;


If to the Loan Borrower:



at the respective addresses therefor set forth in the Loan Agreement;


or, in the case of the parties to this
Agreement, to such other address as such party shall specify by written notice to the other parties hereto.


Section 10.5.     
Notices to the Rating Agency. The Servicer, the Special Servicer, the Trustee and the Certificate Administrator (except
in its capacity as 17g-5 Information Provider) shall not provide any information regarding the Trust Fund to the Rating Agency
upon receipt of a request by the Rating Agency therefor but shall, upon receipt of a reasonable request for information pertaining
to this transaction, to the extent such party has or can obtain such information without unreasonable effort or expense, provide
such information to the 17g-5 Information Provider in accordance with the procedures set forth in Section 10.16 and
Section 10.17. Notwithstanding the foregoing, the failure to deliver such information shall not constitute a Servicer
Termination Event or Special Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating
by the Rating Agency required hereunder shall be in writing.


Any notices to the Rating Agency
shall be sent to the following addresses:


Moody’s Investors Service,
Inc.


7 World Trade Center


New York, New York 10007


Attention: Commercial Mortgage Surveillance
Group


Facsimile Number: (212) 553-0300


E-mail: CMBSSurveillance@Moodys.com


Section 10.6.     
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of
the Holders thereof.



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Section 10.7.     
Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representative or heirs to claim an
accounting or to take any action or to commence any proceeding in any court for a petition or winding up of the Trust Fund, or
otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


No Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein) or in any manner
otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third party by
reason of any action by the parties to this Agreement pursuant to any provision hereof.


No Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provisions of
this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice of a Servicer Termination Event or Special Servicer
Termination Event, as the case may be, and of the continuance thereof, as herein before provided, and unless the Holders of Certificates
aggregating not less than 25% of the Voting Rights of the Certificates shall also have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee, for
60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding; it being understood and intended, and being 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 whatever
by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of
the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder
except as provided herein with respect to entitlement to payments or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this
Section 10.7, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either
at law or in equity.


Section 10.8.     
Certificates Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for obligations
of the Trust Fund, the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever,
and the Certificates, upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and shall
be deemed fully paid.


Section 10.9.     
Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial
statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar 



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process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in evidence.


Section 10.10. 
No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between
the parties hereto.


Section 10.11. 
Actions of Certificateholders. (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing;
and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered
to the Trustee or Certificate Administrator and, where required, to the Depositor, the Servicer or the Special Servicer. Proof
of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement
and conclusive in favor of the Certificate Administrator, the Trustee, the Depositor, the Servicer and the Special Servicer if
made in the manner provided in this Section 10.11.


(b)              
The fact and date of the execution of any Certificateholder of any such instrument or writing may be proved in any reasonable
manner which the Trustee or Certificate Administrator deems sufficient.


(c)              
Any request, demand, authorization, direction, notice, consent, waiver, or other act by a Certificateholder shall bind every
Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect
of anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Servicer or the Special
Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


(d)              
The Certificate Administrator and the Trustee may require additional proof of any matter referred to in this Section as
it shall deem reasonably necessary.


Section 10.12. 
Successors and Assigns. The rights and obligations of any party hereto shall not be assigned (except pursuant to
Sections 6.2, 6.4, 8.7 or 8.9 hereof) by such party without the prior written consent of the other
parties hereto. This Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Custodian, 17g-5 Information Provider and the Trustee and their respective
permitted successors and assigns. No Person other than a party to this Agreement, the Initial Purchaser and any Certificateholder
shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing,
the parties to this Agreement specifically agree that (i) the Sponsor shall be a third-party beneficiary of this Agreement
with respect to any provisions relating to the Sponsor, (ii) unless it is a Borrower Related Party, each Companion Loan Holder
shall be a third-party beneficiary of this Agreement with respect to the rights afforded it under this Agreement, (iii) each
Other Depositor and Other 



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Exchange Act Reporting Party shall be a third-party beneficiary of this Agreement with respect to its
rights under Article 11, and (iv) no Loan Borrower, property manager or other party to the Mortgage Loan is an
intended third-party beneficiary of this Agreement (provided that the Loan Borrower shall be entitled to notices to the
extent expressly provided herein).


Section 10.13. 
Acceptance by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment
as Authenticating Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each
such capacity pursuant to the terms of this Agreement.


Section 10.14. 
Streit Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k
or Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition
to those conferred or imposed by this Agreement; provided, however, that to the extent that such Section 126
and/or 130-k shall not have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or
cease to apply to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k
shall cease to have any further effect upon the provisions of this Agreement. In a case of a conflict between the provisions of
this Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of
said Article 4-A shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at
any time be repealed, or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory
provisions of such Article 4-A shall cease to have any further effect upon the provisions of this Agreement.


Section 10.15. 
Assumption by Trust of Duties and Obligations of the Sponsor Under the Loan Documents. The Trustee on behalf of the
Trust as assignee of the Trust Loan and the Certificate Administrator, the Servicer and Special Servicer hereby acknowledge that
the Trust assumes all of the rights and obligations of the Sponsor as Loan Lender under the Loan Documents and agrees to be bound
thereby, and in accordance with the terms thereof. Such acknowledgement on behalf of the Trust is made by the Trustee in the exercise
of the powers and authority conferred and vested in it and is intended for the purpose of binding only the Trust. Nothing contained
in this Section 10.15 shall be construed as creating any liability on the part of the Trustee, individually or personally,
it being agreed that all liabilities and obligations being acknowledged as assumed are solely those of the Trust, and under no
circumstances shall the Trustee be liable personally for the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Trust under this Agreement, any Loan Document or any related document.


Section 10.16. 
Notice to the 17g-5 Information Provider and the Rating Agency. (a) The Certificate Administrator shall use
its commercially reasonable efforts to promptly provide notice to the 17g-5 Information Provider by e-mail with respect to each
of the following of which a Responsible Officer of the Certificate Administrator has actual knowledge, who shall make available
solely to the Depositor and to any NRSROs (including the Rating Agency) the items listed below to the extent such items are delivered
to it via email at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “CSMC 2019-UVIL”
and an identification of the type of information being provided in the body of the email, or via any alternate email 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 



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and the 17g-5 Information Provider shall promptly upload such notice or information to the 17g-5 Information
Provider’s Website. Information shall be posted on the same Business Day as receipt provided that such information is received
by 2:00 p.m. (New York time) or if received after 2:00 p.m., on the next Business Day by 12:00 p.m.:


(i)               
any material change or amendment to this Agreement or the Loan Agreement;


(ii)              
the occurrence of any Event of Default that has not been cured;


(iii)            
the merger, consolidation, resignation or termination of the Servicer, Special Servicer, the Certificate Administrator or
the Trustee;


(iv)               
any notice of a Servicer Termination Event or Special Servicer Termination Event delivered pursuant to Section 7.1(b)
and any notice of the termination of the Servicer or the Special Servicer and appointment of a successor to the Servicer or the
Special Servicer delivered pursuant to Section 7.3(a);


(v)              
the Sponsor’s repurchase of the Trust Loan pursuant to Sections 2.2 and 2.8;


(vi)             
the final payment to any Class of Certificateholders;


(vii)            
any change in the location of any Reserve Account or the Distribution Account;


(viii)          
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Servicer;


(ix)             
any change in the lien priority of the Trust Loan; and


(x)              
each Distribution Date Statement described in Section 4.4(a) and the CREFC® Reports.


(b)              
The Servicer or the Special Servicer shall use efforts to promptly provide notice to the 17g-5 Information Provider, who
shall make available solely to the Rating Agency and to any other NRSROs the following items to the extent such items are delivered
to it via email at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “CSMC 2019-UVIL”
and an identification of the type of 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 and the 17g-5 Information Provider shall promptly upload such documents
to the 17g-5 Information Provider’s Website. Information shall be posted on the same Business Day as receipt; provided
that such information is received by 2:00 p.m. (New York time) or if received after 2:00 p.m., on the next Business Day by 12:00
p.m.:


(i)           
each of its annual statements as to compliance described in Section 11.7 and Section 11.8;



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(ii)          
each of its annual independent public accountants’ servicing reports described in Section 11.9;


(iii)         
upon request, a copy of each operating and other financial statements or occupancy report to the extent such information
is required to be delivered under the Mortgage Loan and to the extent such information is collected by the Servicer or the Special
Servicer pursuant to this Agreement;


(iv)        
upon request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.20;
and


(v)          
upon request, each appraisal obtained pursuant to Section 3.7.


(c)              
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the
17g-5 Information Provider’s Website. In the event that the Depositor determines that any information previously posted on
the 17g-5 Information Provider’s Website should not have been posted, the Depositor shall direct the 17g-5 Information Provider
in writing to remove such information and the 17g-5 Information Provider shall not be liable for removal of any information upon
receipt of such written direction. The Trustee and the 17g-5 Information Provider have not obtained and shall not be deemed to
have obtained actual knowledge of any information posted to the 17g-5 Information Provider’s Website to the extent such information
was not produced by the 17g-5 Information Provider. Access shall be granted by the 17g-5 Information Provider to the Rating Agency
and other NRSROs upon receipt of an NRSRO Certification in the form of Exhibit M hereto (which certification may be submitted
electronically by means of a “click through” confirmation on the 17g-5 Information Provider’s Website) on the
same Business Day, provided that such request is made prior to 2:00 p.m. (New York City time) on such Business Day, or if
received after 12:00 p.m. (New York City time), on the following Business Day. Questions regarding delivery of information to the
17g-5 Information Provider may be directed to www.ctslink.com or 17g5informationprovider@wellsfargo.com.


(d)              
In connection with providing access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website, the Certificate Administrator and the 17g-5 Information Provider, as applicable, may require registration and the acceptance
of a disclaimer. All documents sent to the 17g-5 Information Provider shall be sent via email in a format suitable for posting
to the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider shall not be
liable for the dissemination of information in accordance with the terms of this Agreement, make no representations or warranties
as to the accuracy or completeness of such information being made available, and assume no responsibility for such information.
The Certificate Administrator and the 17g-5 Information Provider shall not be liable for failing to make any information available
to the Rating Agency or NRSROs unless same was delivered to it at its email address set forth above, with the proper subject heading.
Assistance in using the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website can be obtained
by calling (866) 846-4526.



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Section 10.17. 
Exchange Act Rule 17g-5 Procedures. (a)  Except as otherwise provided in Section 10.16
or this Section 10.17 or otherwise in this Agreement or as required by law, none of the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee shall provide any information directly to, or communicate with, either orally or in
writing, the Rating Agency regarding the Certificates or the Trust Loan relevant to the Rating Agency’s surveillance of the
Certificates or the Trust Loan, including, but not limited to, providing responses to inquiries from the Rating Agency regarding
the Certificates or the Trust Loan relevant to the Rating Agency’s surveillance of the Certificates. To the extent that the
Rating Agency makes an inquiry or initiates communications with the Servicer, the Special Servicer, the Trustee or the Certificate
Administrator regarding the Certificates relevant to the Rating Agency’s surveillance of the Certificates, all responses
to such inquiries or communications from the Rating Agency shall be made in writing by the responding party and shall be provided
to the 17g-5 Information Provider who shall post such written response to the 17g-5 Information Provider’s Website; provided
that the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall not be required to
answer each inquiry, if it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing
Practices, this Agreement, or the applicable loan documents, (b) 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 (c) answering the inquiry would materially
increase the duties of, or result in significant additional cost or expense to, such party, and the performance of such additional
duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. Information shall
be posted on the same Business Day as receipt, provided that such information is received by 2:00 p.m. (New York time).
If the Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information
Provider on the same Business Day, provided that such request is made before 2:00 p.m. (New York time), or, if received
after 2:00 p.m., the following Business Day by 12:00 p.m.


(b)              
To the extent that any of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee is required to
provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall provide such information or
communication to the 17g-5 Information Provider by e-mail, which the 17g-5 Information Provider shall upload to the 17g-5 Information
Provider’s Website. Information shall be posted on the same Business Day of receipt, provided that such information
is received by 2:00 p.m. (New York time) or, if received after 2:00 p.m. (New York time), on the next Business Day by 12:00 p.m.
(New York time). The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall
be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party
believes is reasonably necessary for the Rating Agency to make its decision. The 17g-5 Information Provider shall notify each of
the Servicer, the Special Servicer, the Trustee and the Certificate Administrator in writing of any change in the identity or contact
information of the 17g-5 Information Provider.


(c)              
The Servicer, the Special Servicer and the Trustee shall be permitted to orally communicate with the Rating Agency; provided
that such party summarizes the information provided to the Rating Agency in such communication in writing and provides the 17g-5
Information Provider with such written summary in accordance with the procedures set forth in herein on the same day such communication
takes place; provided that the summary of such oral 



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communications shall not be attributed to the Rating Agency the communication
was with. The 17g-5 Information Provider shall post such summary on the 17g-5 Information Provider’s Website in accordance
with the procedures set forth herein. 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. The 17g-5 Information Provider shall send such notice to
such Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s
Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in
connection with a completed NRSRO Certification in the form of Exhibit M hereto.


In connection with
the delivery by the 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 Servicer or the Special Servicer, as applicable, may, but shall
not be obligated to, send such information, report, notice or document to the 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 to the 17g-5
Information Provider.


(d)              
Each of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (each,
an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective
officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund
(each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments,
costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses), joint or several,
to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a
third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures
or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s
breach of Section 10.16 or Section 10.17(a), (b), and (c), as applicable, or (ii) a determination
by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant
to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the
applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred.


(e)              
None of the Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator shall have
any liability for (i) the 17g-5 Information Provider’s failure to post on the 17g-5 Information Provider’s Website
information provided by the Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator
in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the 17g-5 Information Provider’s Website
or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication
to the Rating Agency that is required to be performed after the 17g-5 Information Provider posts the related information or communication
if the 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the 17g-5
Information Provider’s Website.



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(f)               
None of the foregoing restrictions in this Section 10.17 prohibit or restrict oral or written communications,
or providing information, between the Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand,
with regard to (i) the Rating Agency’s review of the ratings it assigns to the Servicer or the Special Servicer, as
applicable, (ii) the Rating Agency’s approval of the Servicer or the Special Servicer, as applicable, as a commercial
mortgage master, special or primary servicer or (iii) the Rating Agency’s evaluation of the Servicer’s or the
Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Servicer or
the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Trust Loan to the Rating
Agency in connection with such review and evaluation by the Rating Agency unless: (x) borrower, property or 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 has confirmed in writing to the Servicer and
the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance
for any Class of Certificates; provided, however, that the Rating Agency may use information delivered in reliance
on the certification provided in this clause (z) for any purpose to the extent it is publicly available (unless the availability
results from a breach of this Agreement or any other confidentiality agreement to which the Rating Agency is subject) or comprised
of information collected by the Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information
provider’s website that the Rating Agency has access to) (in each case, subject to any agreement governing the use of such
information, including any engagement letter with the Depositor or any other applicable depositor).


The 17g-5 Information
Provider shall maintain the 17g-5 Information Provider’s Website in accordance with Exchange Act Rule 17g-5(a)(3)(iii).


Section 10.18. 
Cooperation with the Sponsor with Respect to Rights Under the Loan Agreement. It is expressly agreed and understand
that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Sponsor get the benefit of the provisions
of any section of the Loan Agreement or securitization cooperation agreement related to indemnification of the Loan Lender and/or
its affiliates with respect to any securitization of the related Loan. Therefore, the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator and Trustee hereby agree to cooperate with the Sponsor with respect to the benefits of the provisions
of any section of the Loan Agreement or securitization cooperation agreement related to indemnification of the Loan Lender and/or
its affiliates with respect to any securitization of the Trust Loan with respect to securitization indemnification, including,
without limitation, reassignment to the Sponsor of such sections, but no other portion of the Loan Documents, to permit the Sponsor
and their respective affiliates to enforce such provisions for their respective benefits. To the extent that the Trustee is required
to execute any document facilitating an assignment under this Section 10.18, such document shall be in form and substance
reasonably acceptable to the Trustee.


Section 10.19. 
PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan
Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable
against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services,
a Division of PNC Bank, National Association.



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Section 10.20. 
Truist Bank, successor by merger to SunTrust Bank. Truist Bank, successor by merger to SunTrust Bank, by execution
hereof by its division, Cohen Financial, a Division of Truist Bank, successor by merger to SunTrust Bank, acknowledges and agrees
that this Agreement is binding upon and enforceable against Truist Bank, successor by merger to SunTrust Bank, to the full extent
of the obligations set forth herein with respect to Cohen Financial, a Division of Truist Bank, successor by merger to SunTrust
Bank,.


Article 11



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


Section 11.1.     
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 11
of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB
and the related rules and regulations of the Commission. Except as expressly required by Section 11.7, Section 11.8
and Section 11.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information
or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange
Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may
change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests
made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of
such evolving interpretations of Regulation AB. In connection with the CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates,
Series 2019-UVIL, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor,
the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the
Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications,
records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination
of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable,
to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer,
or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith
to be necessary in order to effect such compliance.


Section 11.2.     
Succession; Sub-Servicers; Subcontractors. (a)  For so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 11.7 of this
Agreement), in connection with the succession to the Servicer and Special Servicer or any Sub-Servicer as servicer or sub-servicer
(to the extent such Sub-Servicer is a “Servicing Function Participant” and a “servicer” meeting the criteria
contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which the Servicer
and Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to
the Servicer and Special Servicer or any such Sub-Servicer, the Servicer or Special Servicer, as applicable (depending on whether




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such succession involves it or one of its Sub-Servicers), shall provide (other than in the case of a succession pursuant to an
appointment under Section 7.1 or Section 7.2, in which case the successor servicer or successor special
servicer, as applicable, shall provide) to any Other Depositor as to which the applicable Companion Loan is affected, at least
five (5) Business Days prior to the effective date of such succession or appointment as long as such disclosure prior to such
effective date would not be violative of any applicable law or confidentiality agreement (and as long as such notice is not given
by a successor servicer or successor special servicer appointed under Section 7.1 or Section 7.2), and
otherwise no later than one (1) Business Day after such effective date of succession, (x) written notice to the Depositor
and each such Other Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to each such Other Depositor, all information relating to such successor servicer reasonably requested by any such Other Depositor
in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


(b)              
For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the
Servicer, the Special Servicer, any Sub-Servicer, the Operating Advisor and the Certificate Administrator (each of the Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.12(b)
and Section 11.12(c), a “Servicing Party”) is permitted to utilize one or more Subcontractors to
perform certain of its obligations hereunder. Such Servicing Party shall promptly upon request provide to any Other Depositor as
to which the applicable Companion Loan is affected, a written description (in form and substance satisfactory to each such Other
Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant utilized by such Servicing Party
during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which elements of the
Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicing Party shall
cause any Subcontractor utilized by such Servicing Party that is determined to be a Servicing Function Participant to comply with
the provisions of Section 11.8 and Section 11.9 of this Agreement to the same extent as if such Subcontractor
were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer
set forth on Exhibit Z, shall use commercially reasonable efforts to obtain from such Sub-Servicer) and deliver to
the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered
by such Subcontractor under Section 11.8 and Section 11.9 of this Agreement, in each case, as and when
required to be delivered.


(c)              
For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this
Agreement, such Servicing Party shall be responsible for determining whether such Subcontractor is a “Servicing Function
Participant” and a “servicer” within the meaning of Item 1101 of Regulation AB and whether such Subcontractor
meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicing Party 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, and the engagement of such Sub-Servicer shall not be effective unless and
until notice is given to the Depositor and the Certificate Administrator, as 



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well as any Other Depositor as to which the applicable
Companion Loan is affected, of any such Sub-Servicer and Subservicing Agreement. No Subservicing Agreement shall be effective until
five (5) Business Days after such written notice is received by the Depositor, the Certificate Administrator and each such
Other Depositor. Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable
each Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, to accurately and timely report
the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if
such reports under the Exchange Act are required to be filed under the Exchange Act).


(d)              
For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee
or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or
Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor,
at least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would
be violative of applicable law or any applicable confidentiality agreement, no later than the time required under Section 11.6
of this Agreement) and shall furnish pursuant to Section 11.6 of this Agreement to each Other Depositor in writing
and in form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary
for each Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant
to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


Section 11.3.     
Other Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall (and shall cause (or, in the case of each Sub-Servicer set forth on Exhibit Z, shall use commercially
reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate
with each Other Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements
under the Exchange Act.


Section 11.4.     
Form 10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but
in no event later than noon (New York City time) on the third (3rd) Business Day after the related Distribution
Date, (i) the parties as set forth on Exhibit U to this Agreement, shall be required to provide to each Other
Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-D Disclosure is relevant
for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other
than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by
any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party),
in EDGAR-compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed
upon by each such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of the




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Additional Form 10-D Disclosure, if applicable, and (ii) the parties listed on Exhibit U to this Agreement
shall include with such Additional Form 10-D Disclosure application to such party and shall cause each Sub-Servicer (or, in
the case of each Sub-Servicer set forth on Exhibit Z, shall use commercially reasonable efforts to cause such Sub-Servicer)
and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached as Exhibit Y to this Agreement. The Certificate Administrator has no duty
under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U to this Agreement of
their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure
information.


Section 11.5.     
Form 10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, no later than March 1, commencing in March 2021, (i) the parties listed on Exhibit V
to this Agreement shall be required to provide (and with respect to any Servicing Function Participant of such party (other than
any party to this Agreement), shall cause such Servicing Function Participant to provide) to each Other Exchange Act Reporting
Party and each Other Depositor to which the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting
purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than
information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any
Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in house legal department of such party), in
EDGAR compatible format (to the extent available to such party in such format) or in such other format as otherwise agreed upon
by each such Other Exchange Act Reporting Party, each such Other Depositor and such providing parties, the form and substance of
any Additional Form 10-K Disclosure described on Exhibit V hereto applicable to such party, and (ii) the
parties listed on Exhibit V to this Agreement shall include with such Additional Form 10-K Disclosure applicable
to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit Z, shall
use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB
to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit Y to this
Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit V hereto of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-K Disclosure information.


Section 11.6.     
Form 8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other
than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or
Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), within one (1) Business
Day after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”)
(using commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the second (2nd)
Business Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit W to this Agreement
shall be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a Sub-Servicer
set forth on Exhibit Z, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide,
and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement),
shall cause such Servicing 



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Function Participant to provide) to each Other Depositor and each Other Exchange Act Reporting Party
to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-compatible
format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by each such Other
Depositor, each such Other Exchange Act Reporting Party and such providing parties, any Form 8-K Disclosure Information described
on Exhibit W to this Agreement as applicable to such party, if applicable, and (ii) the parties listed on Exhibit W
to this Agreement shall include with such Form 8-K Disclosure Information applicable to such party and shall cause each Sub-Servicer
(or, in the case of each Sub-Servicer set forth on Exhibit Z, shall use commercially reasonable efforts to cause such
Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include,
an Additional Disclosure Notification in the form attached hereto as Exhibit Y. The Certificate Administrator has no
duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit W of their duties
under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.


Section 11.7.     
Annual Compliance Statements. On or before March 1 of each year, commencing in 2021, each of the Servicer, the
Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so
long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Custodian, the Certificate
Administrator, and 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 Applicable Servicing Criteria applicable to it), at its own
expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer
set forth on Exhibit Z with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall
use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any
other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to furnish) (each such Servicing Function Participant and each of the Servicer, Special Servicer and the Certificate
Administrator, a “Certifying Servicer”) to the Certificate Administrator (who shall post it to the Certificate
Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s
Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Operating Advisor (with respect
to the Special Servicer only), the Trustee, the Depositor and the Companion Loan Holders (or, in the case of the Companion Loan
that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s
Certificate stating, as to the signer thereof, that (A) a review of such Person’s activities during the preceding calendar
year or portion thereof and of such Person’s performance under this Agreement or the applicable sub-servicing agreement,
as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge,
based on such review, such Person has fulfilled all its obligations under this Agreement or the applicable sub-servicing agreement,
as applicable, 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.
For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt
of each such Officer’s Certificate, the Depositor (and, in the case of the Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s Certificate
and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by 



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such Certifying Servicer,
respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has
entered into a servicing relationship with respect to the Trust Loan or the Companion Loan in the fulfillment of any Certifying
Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of
each Certifying Servicer under this Section 11.7 apply to each such Certifying Servicer that serviced the Trust Loan
or the Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the time
such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to
this Section 11.7 shall be made available to any Privileged Person by the Certificate Administrator by posting such
Compliance Report to the Certificate Administrator’s Website pursuant to Section 8.14(b).


Section 11.8.     
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1 of each
year, commencing in 2021, the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special
servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of
the Exchange Act, the Operating Advisor, the Custodian, the Certificate Administrator and 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 Applicable Servicing Criteria applicable to it),, each at its own expense, shall furnish (and each such party, (i) with
respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit Z with which it has entered
into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing
Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than
any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Servicer, the Special Servicer,
the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee and any Servicing Function Participant, as the
case may be, a “Reporting Servicer”) to the Certificate Administrator (who shall post it to the Certificate
Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Website and the 17g-5 Information
Provider’s Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Operating
Advisor, the Trustee, the Depositor and the Companion Loan Holders (or, in the case of the Companion Loan that is part of an Other
Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), a report on an assessment of compliance
with the Applicable Servicing Criteria that contains (A) a statement by such Reporting Servicer of its responsibility for
assessing compliance with the Applicable Servicing Criteria, (B) a statement that, to the best of such Reporting Servicer’s
knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Applicable Servicing Criteria, (C) such
Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of the end of and for the preceding
calendar year, including, if there has been any material instance of noncompliance with the Applicable Servicing Criteria, a discussion
of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is
a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s
assessment of compliance with the Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered
pursuant to this Section 11.8 shall be provided to any Certificateholder, upon the written request therefor, by the
Certificate Administrator.



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Each such report shall
be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company,
and shall address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each Other Depositor may review
each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance
with the Applicable Servicing Criteria.


(b)              
On the Closing Date, the Servicer, the Special Servicer and the Certificate Administrator each acknowledge and agree that
Exhibit L hereto sets forth the Applicable Servicing Criteria for such party.


(c)              
No later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Custodian, the Certificate
Administrator and the Operating Advisor shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting
Party and each Other Depositor as to the name of each Servicing Function Participant utilized by it, in each case, and each such
notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such
Servicing Function Participant. When the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, the Operating Advisor and the Certificate Administrator submit their assessments
pursuant to Section 11.8(a) of this Agreement, such parties, as applicable, will also at such time include the assessment
(and related attestation pursuant to Section 11.9) of each Servicing Function Participant engaged by it. The fiscal
year for the Trust shall be January 1 through and including December 31 of each calendar year.


(d)              
In the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Certificate Administrator, the Custodian, the Trustee or the Operating Advisor is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing
Function Participant is a Sub-Servicer set forth on Exhibit Z hereto, shall use commercially reasonable efforts to
cause) any Servicing Function Participant engaged by it to provide (and the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee and the Operating Advisor shall, with respect to any Servicing Function Participant that resigns or
is terminated under any applicable servicing agreement, cause such Servicing Function Participant to provide) an annual assessment
of compliance pursuant to this Section 11.8, coupled with an attestation as required in Section 11.9 in
respect of the period of time that the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, the Certificate Administrator was subject to this Agreement or the period of
time that the Servicing Function Participant was subject to such other servicing agreement.


Section 11.9.     
Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing
in 2021, the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Custodian, the Operating Advisor and the Trustee 



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(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 Applicable Servicing Criteria applicable to it), each at its own expense, shall cause (and each such party, (i) with respect
to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit Z with which it has entered into
a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function
Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party
to this Agreement), shall cause such Servicing Function Participant to furnish) a registered public accounting firm (which may
also render other services to the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian,
the Trustee 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 Certificate Administrator (who shall post it to the Certificate Administrator’s
Website pursuant to Section 8.14(b)), the Operating Advisor, the Depositor, the Companion Loan Holders (or, in the
case of the Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act
Reporting Party) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant
to Section 10.17), to the effect that (i) it has obtained a representation regarding certain matters from the
management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance with the Applicable
Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such
Reporting Servicer’s assessment of compliance with the Servicing Criteria was fairly stated in all material respects, or
it cannot express an overall opinion regarding such party’s assessment of compliance with the Applicable Servicing Criteria.
In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why
it was unable to express such an opinion. Each accountant’s attestation report required hereunder shall be made in accordance
with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report must be available
for general use and not contain restricted use language. Copies of all statements delivered pursuant to this Section 11.9
shall be made available to any Privileged Person by the Certificate Administrator posting such statement on the Certificate Administrator’s
Website pursuant to Section 8.14(b).


For so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of such report
from the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian, the Trustee or any
Servicing Function Participant, the Depositor and each Other Depositor may review the report and, if applicable, consult with the
Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, the Certificate Administrator, the Operating Advisor, the Custodian, the Trustee as to the nature of any defaults
by the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or any Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Trust Loan or the Companion Loan, as the
case may be, in the fulfillment of any of the Servicer’s, the Special Servicer’s, the Certificate Administrator’s,
the Operating Advisor’s, the Custodian’s, the Trustee’s or the applicable Servicing Function Participants’
obligations hereunder or under the applicable sub-servicing agreement.



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Section 11.10. 
Significant Obligor. If an Other Depositor has notified the Servicer in writing that the Property is a “significant
obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization Trust that
includes such Companion Loan and of the distribution date under the Other Pooling and Servicing Agreement, the Servicer shall,
if the Servicer is in receipt of (i) the updated financial statements of such “significant obligor” for any calendar
quarter (other than the fourth calendar quarter of any calendar year), beginning with the first calendar quarter following receipt
of such notice from the Other Depositor, or (ii) the updated financial statements of such “significant obligor”
for any calendar year, beginning with the calendar year following such notice from the Other Depositor, deliver to the Other Depositor
and Other Trustee, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
(A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of such “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as calculated by the Servicer in accordance with CREFC®
guidelines or (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related
Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such “significant obligor”, together
with the net operating income of such “significant obligor” for the applicable period as reported by the related Loan
Borrower in such financial statement.


If the Servicer does
not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K,
as the case may be, of such “significant obligor” within ten (10) Business Days after the date such financial information
is required to be delivered under the Loan Documents, the Servicer shall notify the Other Depositor with respect to such Other
Securitization Trust that includes the related Companion Loan (and shall cause each applicable sub-servicing agreement to require
any related Sub-Servicer to notify such Other Depositor) that it has not received them. The Servicer shall use efforts consistent
with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under
the Exchange Act) to obtain the periodic financial statements of the Loan Borrower under the Loan Documents.


The Servicer shall
(and shall cause each applicable sub-servicing agreement to require any related Sub-Servicer to) retain written evidence of each
instance in which it (or a Sub-Servicer) attempts to contact the Loan Borrower 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 Trust, 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
Trust. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as
specified in the related Other Pooling and Servicing Agreement.


Section 11.11. 
Sarbanes-Oxley Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Servicer and the Special Servicer, the Operating Advisor, the Custodian
and the 



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Trustee shall provide (and with respect to any other Servicing Function Participant of such party, shall cause such Servicing
Function Participant to provide) to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization
Trust (the “Certifying Person”) no later than March 15 of the year following the year to which the Form 10-K
of such Other Securitization Trust relates or, if March 15 is not a Business Day, on the immediately following Business Day,
a certification in the form attached to this Agreement as Exhibit AA, on which the Certifying Person, the entity for
which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the
Certifying Person, “Certification Parties”) can reasonably rely. In the event any Reporting Servicer is terminated
or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as
the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 11.11
with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement,
as the case may be.


Section 11.12. 
Indemnification. Each of the Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate
Administrator and the Trustee shall indemnify and hold harmless the Depositor, each Other Depositor and any employee, director
or officer of the Depositor or any Other Depositor 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 indemnified party arising out
of (i) an actual breach by the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian
or the Trustee, as the case may be, of its obligations under this Article 11, (ii) negligence, bad faith or willful
misconduct on the part of the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or the Trustee, as applicable, in the performance of such obligations or (iii) delivery of any Deficient Exchange Act Deliverable.


The Servicer, the
Special Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing
Function Participant of such party that is not a Sub-Servicer set forth on Exhibit Z (and with respect to any Servicing
Function Participant of such party that is a Sub-Servicer set forth on Exhibit Z, shall use commercially reasonable
efforts to cause such Servicing Function Participant) to indemnify and hold harmless the Depositor, each Other Depositor and any
employee, director or officer of the Depositor or any Other Depositor 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
indemnified party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing agreement or (ii) negligence,
bad faith or willful misconduct its part in the performance of such obligations, (iii) any failure by a Servicing Party (as
defined in Section 11.2(b)) to identify a Servicing Function Participant pursuant to Section 11.2(c) or
(iv) delivery of any Deficient Exchange Act Deliverable


If the indemnification
provided for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to hold harmless the Depositor,
any Other Depositor or any employee, director or officer of the Depositor or any Other Depositor, then the Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function
Participant (the “Performing Party”) shall contribute to the 



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amount paid or payable to the indemnified party
as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect
the relative fault of the indemnified party on the one hand and the Performing Party on the other in connection with a breach of
the Performing Party’s obligations pursuant to this Article 11 (or breach of its obligations under the applicable
sub-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 Servicer, the
Special Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing
Function Participant of such party that is not a Sub-Servicer set forth on Exhibit Z (and with respect to any Servicing
Function Participant of such party that is a Sub-Servicer set forth on Exhibit Z, shall use commercially reasonable
efforts to cause such Servicing Function Participant) 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 Servicer,
the Special Servicer, the Operating Advisor or the Certificate Administrator.


Section 11.13. 
Amendments. This Article 11 may be amended by the parties hereto pursuant to Section 10.1
of this Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards
developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s
Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained
in this Agreement.


Section 11.14. 
Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor or any Other Depositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the
Certificate Administrator fails to comply with any of its obligations under this Article 11; provided that such
termination shall not be effective until a successor Certificate Administrator shall have accepted the appointment.


Section 11.15. 
Termination of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, each of the Servicer, the Certificate Administrator and the Trustee, as applicable, shall (i) cause
each Sub-Servicing Agreement to which it is a party to entitle the Depositor or any Other Depositor to terminate such agreement
(without compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable
Sub-Servicer to any deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB
or as otherwise contemplated by this Article 11 and (ii) promptly notify the Depositor and any Other Depositor following
any failure of the applicable Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver
under Regulation AB or as otherwise contemplated by this Article 11. The Depositor and any Other Depositor is
hereby authorized to exercise the rights described in clause (i) of the preceding sentence in its sole discretion.
The rights of the Depositor and any Other Depositor to terminate a Sub-Servicing Agreement as aforesaid shall not limit any right
the Servicer, the Certificate Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement.



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Section 11.16. 
Notification Requirements and Deliveries in Connection with Securitization of the Companion Loan. (a)  Any
other provision of this Article 11 to the contrary notwithstanding, including, without limitation, any deadlines for
delivery set forth in this Article 11, in connection with the requirements contained in this Article 11
that provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange
Act Reporting Party of any Other Securitization Trust that includes the Companion Loan, no party hereunder shall be obligated to
provide any such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party (i) until the Other
Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less
than 30 days written notice (which shall only be required to be delivered once), and each such party shall be entitled to
rely on such notice, setting forth the contact information for such Person(s) and, except as regards the deliveries and cooperation
contemplated by Section 11.7, Section 11.8 and Section 11.9 of this Agreement, stating that
such Other Securitization Trust is subject to the reporting requirements of the Exchange Act, and (ii) specifying in reasonable
detail the information and other items not otherwise specified in this Agreement that are requested to be delivered; provided
that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required
to provide a single written notice to such effect. Any reasonable cost and expense of the Servicer, Special Servicer, Trustee and
Certificate Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization
Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization
Trust. The parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other Securitization Trust
as to whether applicable law requires the delivery of the items identified in this Article 11 to such Other Depositor
and Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing any of the reports or other information
required to be delivered under this Article 11 in connection therewith and (i) upon such confirmation, the parties
shall comply with the deadlines for delivery set forth in this Article 11 with respect to such Other Securitization
Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver such items; provided
that no such confirmation will be required in connection with any delivery of the items contemplated by Section 11.7,
Section 11.8 and Section 11.9 of this Agreement. Such confirmation shall be deemed given if the Other Depositor
or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written statement to the effect that the Other
Securitization Trust is subject to the reporting requirements of the Exchange Act and the appropriate party hereto receives such
written statement. The parties hereunder shall also have the right to require that such Other Depositor provide them with the contact
details of such Other Depositor, Other Exchange Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement
relating to such Other Securitization Trust.


(b)              
Each of the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee shall,
upon reasonable prior written request given in accordance with the terms of Section 11.16(a) above, and subject to
a right of the Servicer, Special Servicer, the Operating Advisor, the Certificate Administrator or Trustee, as the case may be,
to review and approve such disclosure materials, permit the Companion Loan Holder to use such party’s description contained
in the Offering Circular (updated as appropriate by the Servicer, the Special Servicer, the Operating Advisor, Certificate Administrator
or Trustee, as applicable, at the reasonable cost of the Other Depositor) for inclusion in the disclosure materials relating to
any securitization of the Companion Loan.



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(c)              
The Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, upon reasonable
prior written request given in accordance with the terms of Section 11.16(a) above, shall each timely provide (to the
extent the reasonable cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters
with respect to any securitization transaction that includes the Companion Loan such opinion(s) of counsel, certifications and/or
indemnification agreement(s) with respect to the updated description referred in Section 11.16(b) with respect to such
party, substantially identical to those, if any, delivered by the Servicer, the Special Servicer, the Operating Advisor, the Trustee
or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning
such party in the Offering Circular and/or any other disclosure materials relating to this Trust (updated as deemed appropriate
by the Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator, or their respective
legal counsel, as the case may be, and sufficient to comply with Regulation AB). None of the Servicer, the Special Servicer,
the Operating Advisor, the Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to
the securitization of the Companion Loan if it did not deliver a corresponding item with respect to this Trust.


Article 12



REMIC ADMINISTRATION


Section 12.1.     
REMIC Administration. (a)  The parties intend that each of the Lower-Tier REMIC and the Upper-Tier REMIC
shall constitute, and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify
it as, a REMIC, and the provisions hereof shall be interpreted consistently with this intention.


(b)              
The Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the
Upper-Tier REMIC to treat the segregated pool of assets constituting such Trust REMIC as a REMIC under the Code. Each such election
shall be made on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last
day of the calendar year in which the Certificates are issued.


(c)              
The Closing Date is hereby designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier
REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” of the Regular
Certificates and the Uncertificated Lower-Tier Interests for the purposes of Section 860G(a)(1) of the Code is the date that
is the Rated Final Distribution Date.


(d)              
The Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the
Trustee shall timely sign) and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC, an application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain such number by
other permissible means. Within thirty days of the Closing Date, the Certificate Administrator shall furnish or cause to be furnished
to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the Persons that
Holders of the Certificates may contact for tax information relating thereto (and the Certificate Administrator shall act as the
representative of each of the Lower-Tier REMIC and the Upper-Tier 



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REMIC for this purpose), together with such additional information
as may be required by such Form, and shall update such information at the time or times and in the manner required by the Code
(and the Depositor agrees within ten (10) Business Days of the Closing Date to provide any information reasonably requested
by the Servicer or the Certificate Administrator and necessary to make such filing). The Certificate Administrator shall be responsible
for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information
contained therein, and is hereby directed to execute such IRS Form W-9; provided, however, that the Certificate
Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by Treasury Regulations.


(e)              
The Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection
with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course
of its business, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties
under this Agreement, including without limitation any expenses, costs or liabilities associated with audits or any administrative
or judicial proceedings with respect to the Lower-Tier REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities,
shall be reimbursable from the Trust Fund.


(f)               
The Certificate Administrator shall prepare, or cause to be prepared, timely furnish or cause to be furnished to the Trustee
to sign (and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state
and local income or franchise or other tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC as
the direct representative for such Trust REMIC. Except as provided in Section 12.1(e), the expenses of preparing and
filing such returns shall be borne by the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate
Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its
possession, and is reasonably requested by the Certificate Administrator to enable it to perform its obligations under this subsection,
and the Certificate Administrator shall be entitled to rely on such information in the performance of its obligations hereunder.


(g)              
The Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting
and other tax compliance duties that are the responsibility of such Trust REMIC under the Code, the REMIC Provisions, or other
compliance guidance issued by the IRS or any state or local taxing authority. Among its other duties, the Certificate Administrator
shall provide (i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate
to a Disqualified Organization or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization)
such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified
Organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions.
The Depositor shall provide on a timely basis (and in no event later than 30 days after the Certificate Administrator’s
request) to the Certificate Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the
Upper-Tier REMIC as is in its possession and is reasonably requested in writing by the Certificate Administrator to enable it to
perform its obligations under this subsection.



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(h)              
The Certificate Administrator is hereby designated as the “partnership representative” (within the meaning of
Section 6223 of the Code, to the extent such provision is applicable to the Trust REMICs) of the Upper-Tier REMIC and the Lower-Tier
REMIC and each Holder of a Class R Certificate, by acceptance of the Class R Certificates, agree to such designation.


(i)                
The Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall
perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier
REMIC and the Upper-Tier REMIC as a REMIC.


(j)                
The Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall
not take any action or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective control
and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected
to (i) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) unless permitted
under Section 12.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC (including
but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on prohibited
contributions as defined in Section 860G(d)) of the Code (any such result in clause (i) or (ii), an
“Adverse REMIC Event”) unless (A) the Certificate Administrator and the Servicer have received a Nondisqualification
Opinion (at the expense of the party seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders)
with respect to such action or (B) the Certificate Administrator and the Servicer have received an opinion (at the expense
of the party seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders) to the effect
that such action will not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC and that no tax
will actually be imposed.


(k)              
Any and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions,
including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any
tax on contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that
the Servicer, upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator
the amount of any such tax that the Certificate Administrator notifies the Servicer is due; provided, further, that
if such taxes shall have been imposed on account of the willful misconduct, bad faith or negligence of any party hereto, or in
connection with the breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall
be paid by such party.


(l)                
The Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier
REMIC and the Upper-Tier REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein
or in the Loan Documents (but subject to Section 1.3), all amounts collected on the Trust Loan shall, for federal income
tax purposes, be allocated first to interest due and payable on the Trust Loan (including interest on overdue interest) other than
Default Interest. The books and records must be sufficient concerning the nature and amount of the investments of the Lower-Tier




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REMIC and the Upper-Tier REMIC to show that such Trust REMIC has complied with the REMIC Provisions.


(m)              
None of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement
by which either the Lower-Tier REMIC or the Upper-Tier REMIC will receive a fee or other compensation for services.


(n)              
In order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide,
or cause to be provided, to the Certificate Administrator within ten (10) days after the Closing Date, all information or
data that the Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices
of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows
of the Regular Certificates and the Class R Certificates, as applicable, and the projected cash flows on the Trust Loan. Thereafter,
the Depositor, the Trustee, the Servicer and the Special Servicer shall provide to the Certificate Administrator, promptly upon
request therefor, any such additional information or data that the Certificate Administrator may, from time to time, reasonably
request in order to enable the Certificate Administrator to perform its duties as set forth herein. The Certificate Administrator
is hereby directed to use any and all such information or data provided by the Trustee, the Depositor, the Servicer and the Special
Servicer in the preparation of all federal, state or local income, franchise or other tax and information returns and reports for
each of the Lower-Tier REMIC and the Upper-Tier REMIC to Certificateholders as required herein. The Depositor hereby indemnifies
the Certificate Administrator for any losses, liabilities, damages, claims or expenses of the Certificate Administrator arising
from any errors or miscalculations of the Certificate Administrator pursuant to this Section 12.1 that result from
any failure of the Depositor to provide or to cause to be provided, accurate information or data to the Certificate Administrator
(but not resulting from the methodology employed by the Certificate Administrator) on a timely basis and such indemnifications
shall survive the termination of this Agreement and the termination of the Certificate Administrator.


The Certificate Administrator
agrees that all such information or data so obtained by it shall be regarded as confidential information and agrees that it shall
use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain
in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data,
or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally available to the public (other than as a result
of a breach of this Section 12.1) or is required by law or applicable regulations to be disclosed.


Section 12.2.     
Foreclosed Property. (a)  The parties hereto acknowledge and understand that if the Trust Fund were to
acquire the Property as Foreclosed Property and were to own and operate that Property in a manner consistent with the manner in
which such Property is currently owned and operated by the related Loan Borrower, through a Successor Manager, some portion or
all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure
property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates.



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In determining whether
to acquire and hold the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these
circumstances into account and shall only acquire such Foreclosed Property if it determines, in its reasonable judgment (after,
consultation with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible alternative
method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents
from Real Property or (ii) the likely recovery with respect to operating such Foreclosed Property on behalf of the Trust Fund
and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or
the Upper-Tier REMIC, will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease such Foreclosed Property
or were not to acquire and hold such Foreclosed Property. If the Trust Fund acquires the Foreclosed Property, the Special Servicer,
acting on behalf of the Trustee, if the Manager would not be considered an Independent Contractor, shall either renegotiate the
applicable Management Agreement or replace the Manager with a Successor Manager (as appropriate and to the extent permitted under
such Management Agreement) so that such Foreclosed Property would be considered to be operated by an Independent Contractor. If,
after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders
and the Companion Loan Holders on a net after-tax basis to operate such Foreclosed Property in a manner such that the Lower-Tier
REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under
the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable
such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such
amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant
to Section 3.4.


Without limiting the
generality of the foregoing, the Special Servicer shall not, to the extent within its power:


(i)       permit
the Trust Fund to enter into, renew or extend any New Lease with respect to a Foreclosed 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 a Foreclosed 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 improvements was completed before default on the Trust
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


(iv)     Directly
Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through an Independent
Contractor, a Foreclosed Property on any date more than ninety (90) days after its acquisition date.


(b)              
The Special Servicer, acting on behalf of the Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property
for its fair market value in accordance with Section 3.15. In any event, however, the Special Servicer, acting on behalf
of the Trustee 



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hereunder, shall dispose of the Foreclosed Property as soon as is practicable but in no event later than the close
of the third calendar year following the year in which the Acquisition Date occurs unless the Special Servicer, on behalf of the
Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such
Foreclosed Property or an opinion of counsel to the effect that the holding by the Trust of such Foreclosed Property for an additional
specified period will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined
in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time
that the Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the
expenses of obtaining any such extension of time being an expense of the Trust Fund. If the Special Servicer, on behalf of the
Trustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trustee hereunder,
shall continue to attempt to sell such Foreclosed Property for its fair market value for such longer period as such Extension permits
(the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an
Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell such Foreclosed Property, within
the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and
the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell such Foreclosed Property within the Extended
Period, the Special Servicer shall, before the end of the above-referenced period or the Extended Period, as the case may be, auction
such Foreclosed Property to the highest bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices.


(c)              
Within thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate
Administrator and the Trustee a statement of accounting for such Foreclosed Property, including, without limitation, (i) the
date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed
Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the
date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee
may reasonably request.


Section 12.3.     
Prohibited Transactions and Activities. The Special Servicer, on behalf of the Trust Fund, shall not permit the sale
or disposition of the Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in
default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy
or insolvency of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier REMIC in a “qualified liquidation”
as defined in Section 860F(a)(4) of the Code), nor acquire any assets for either the Lower-Tier REMIC or the Upper-Tier REMIC
(other than Foreclosed Property), nor sell or dispose of any investments in the Collection Account or Distribution Account for
gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to either the
Lower-Tier REMIC or the Upper-Tier REMIC (other than a cash contribution during the three-month period beginning on the Startup
Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect
that such disposition, acquisition, substitution or acceptance will not (a) cause either the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC, or adversely affect the status of the Regular Certificates as representing regular interests
therein, (b) affect the distribution of interest or principal on the Certificates, (c) result in the encumbrance of the
assets transferred or assigned to either the Lower-Tier REMIC or the Upper-Tier REMIC (except pursuant to the 



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provisions of this
Agreement), or (d) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax on “prohibited transactions”
or “prohibited contributions” pursuant to the REMIC Provisions.


Section 12.4.     
Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a)  If either the Lower-Tier REMIC
or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a
result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct,
bad faith or negligent performance by the Certificate Administrator of its duties and obligations specifically set forth herein,
or by reason of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate
Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”)
resulting therefrom; provided, however, that the Certificate Administrator shall not be liable for any such Losses
attributable to the action or inaction of the Servicer, the Special Servicer, the Depositor, or the Holders of the Class R
Certificates nor for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the
Servicer, the Special Servicer, or the Depositor, on which the Certificate Administrator has relied. The foregoing shall not be
deemed to limit or restrict the rights and remedies of successor Holders of the Class R Certificates at law or in equity.


If either the Lower-Tier
REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax
as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct,
bad faith or negligent performance of the Servicer or the Special Servicer in the performance of its duties and obligations set
forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties
thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust Fund against any and all losses
resulting therefrom; provided, however, that the Servicer or the Special Servicer, as the case may be, shall not
be liable for any such losses attributable to the action or inaction of the Certificate Administrator, the Depositor, the Holders
of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate Administrator,
the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be,
has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R
Certificates at law or in equity.


[signature
pageS follow]






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 IN WITNESS
WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.


 


	 	CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES CORP., as Depositor
	 	 
	 	 
	 	By:	/s/ David Tlusty
	 	 	Name:	David Tlusty
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	 	 	 
	 	Midland Loan Services, a Division of PNC Bank, National Association, as Servicer
	 	 
	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:	David A. Eckels
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	 	 	 
	 	COHEN FINANCIAL, A DIVISION OF TRUIST BANK, as Special Servicer
	 	 
	 	 
	 	By:	/s/ Eric Rosen
	 	 	Name:	Eric Rosen
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:	Stacey Gross
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
	 	 
	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:	Stacey Gross
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 
	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:	Stacey Gross
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC, as Operating Advisor
	 	 
	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 
	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 
	 	 	 
	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name:	Robert J. Spinna, Jr.
	 	 	Title:	Managing Member


 


 




    CSMC 2019-UVIL: TRUST AND SERVICING AGREEMENT


     


    

	STATE OF	)	 
	 	)	ss:
	COUNTY OF	)	 


On this 17th
day of December 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn,
personally appeared David Tlusty, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he resides
at _____________________________________________; that s/he is the Authorized Signatory of Credit Suisse Commercial Mortgage Securities
Corp., a Delaware corporation, the entity described in and that executed the foregoing instrument; and that s/he signed her/his
name thereto under authority of the board of directors of said entity and on behalf of such entity.


WITNESS my hand and
seal hereto affixed the day and year first above written.


         /s/
Karen Famighetti              


              NOTARY PUBLIC in and for the

          State of New York


 


	KAREN FAMIGHETT	 
	NOTARY PUBLIC STATE OF NEW YORK	 
	No. 01FA6345469	 
	Qualified in New York County	 
	My Commission Expires 07-25-2020	 


 


[SEAL]


My Commission expires:



07-25-2020                           


 


 




    CSMC 2019-UVIL: TRUST AND SERVICING AGREEMENT


     


    

	STATE OF KANSAS	)	 
	 	)	ss:
	COUNTY OF JOHNSON	)	 


 


On the 12th day of December 2019, before me,
a notary public in and for said State, personally appeared David A. Eckels, known to me to be a Senior Vice President of Midland
Loan Services, a Division of PNC Bank, National Association, one of the entities that executed the within instrument, and also
known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity 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/
LAURA ESCALANTE      

      NOTARY PUBLIC in and for the

State of _______________


NOTARY PUBLIC- State of Kansas


LAURA ESCALANTE


My Appt. Expires 08/14/2021


[SEAL]


My Commission expires:



____________________________________


 


 




    CSMC 2019-UVIL: TRUST AND SERVICING AGREEMENT


     


    

	STATE OF KANSAS	)	 
	 	)	ss:
	COUNTY OF JOHNSON	)	 


 


On this 17th day of
December 2019, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn, personally
appeared Eric Rosen, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he resides at 4601
College Boulevard; that s/he is the Senior Vice President of Cohen Financial, a Division of Truist Bank, a North Carolina banking
corporation, the entity described in and that executed the foregoing instrument; and that s/he signed her/his name thereto under
authority of the board of directors of said entity and on behalf of such entity.


WITNESS my hand and
seal hereto affixed the day and year first above written.


        /s/
RACHEL COMENS         

NOTARY PUBLIC in and for the

State of Kansas


	RACHEL COMENS	 
	Notary Public - State of Kansas	 
	My Appointment Expires 12/21/22	 
	 	 


 


[SEAL]


My Commission expires:



12/21/22                               


 




    CSMC 2019-UVIL: TRUST AND SERVICING AGREEMENT


     


    

 


	STATE OF Maryland	)	 
	 	)	ss:
	COUNTY OF Howard	)	 


 


On the 12th day of
December, 2019, before me, a notary public in and for said State, personally appeared Stacey Gross, known to me to be a Vice President
of Wells Fargo Bank, N.A., one of the corporations that executed the within instrument, and also know to me to be the person who
executed it on behalf of said corporation, and under authority of the board of directors of said entity.


WITNESS my hand and
seal hereto affixed the day and year first above written.


             /s/
AMY MARTIN             

NOTARY PUBLIC in and for the

State of _______________


 


	AMY MARTIN	 
	Notary Public - Maryland	 
	My Commission Expires on	 
	February 22, 2021	 


 


[SEAL]


My Commission expires:



February 22, 2021                     


 




    CSMC 2019-UVIL: TRUST AND SERVICING AGREEMENT


     


    

	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 


 


On this 12th day of
December 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally
appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me that he is a Managing Member
of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of Park Bridge
Lender Services LLC, the entity described in and that executed the foregoing instrument; and that he signed his name thereto under
authority of said entity and on behalf of such entity.


 


WITNESS my hand and
seal hereto affixed the day and year first above written.


/s/ NIAJA WILLIAMS MOWATT

NOTARY PUBLIC in and for the

State of _______________


 


	NIAJA WILLIAMS MOWATT	 
	Notary Public - State or New York	 
	NO. 01Wl6184241	 
	Qualified In Suffolk County	 
	My Commission Expires 3/31/20	 


 


[SEAL]


My Commission expires:



3/31/20                                   








    CSMC 2019-UVIL: TRUST AND SERVICING AGREEMENT


     


    







EXHIBIT A-1


FORM OF CLASS A CERTIFICATES


CLASS A


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR,


 



 



























































1
Temporary Regulation S Global Certificate legend.


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
Global Certificate legend.


 





    A-1-1


    


    

THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR,
THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN 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 TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


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 NOT A “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3)  TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH 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 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, LOCAL OR NON-U.S. LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN




    A-1-2


    


    

RULE 501(a)(1) OF REGULATION
D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION
OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE (OR 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 CODE SECTIONS 860G(a)(1) AND 860D.


 




    A-1-3


    


    

CSMC 2019-UVIL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-UVIL, CLASS A





	Pass-Through Rate: [__]%	 
	First Distribution Date: January 17, 2020	 
	Aggregate Initial Certificate Balance of the Class A Certificates:  $[__]	Rated Final Distribution Date: December 2041
	CUSIP:  [__]4

    [__]5

    [__]6	Initial
Certificate Balance of this

                                                                             Certificate:   $[______][QIB]

$[______][Reg S]

$[______][IAI]



	ISIN:      [__]7

    [__]8

    [__]9	 
	 	 
	No.:  A-[1]	 


This certifies that
[Cede & Co.]10 is the registered
owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to
the Class A Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the
Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed rate loan (the
“Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are
the Class X, Class B, Class C, Class D, Class E, Class HRR and Class R Certificates (collectively with the Class A Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


  ______________________________


4
For Rule 144A Certificates.


5
For Regulation S Certificates.


6
For IAI Certificates.


7
For Rule 144A Certificates.


8
For Regulation S Certificates.


9
For IAI Certificates.


10
For Global Certificate only.



 




    A-1-4


    


    

This Certificate is
issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by
merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest,
any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class A Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


All distributions
will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


As provided in the
Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of
transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated




    A-1-5


    


    

transferee or transferees, one or more
new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and
Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without
the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating
Advisor may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects
its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust
and Servicing Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator
have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.




    A-1-6


    


    

The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.




    A-1-7


    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Certificate to be duly executed.


Dated:December 19, 2019


	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator
	 	By:	 
	 	 	Authorized Officer


 


Certificate of Authentication


This is one of the
Class A Certificates referred to in the Trust and Servicing Agreement.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


 



    A-1-8


    


    

SCHEDULE A


SCHEDULE OF EXCHANGES


The following payments of principal
and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global
Certificate] [Definitive Certificate] have been made:


	
        Date
        of Exchange or Payment of Principal
	
        Certificate
        Balance Prior to Exchange or Payment
	
        Certificate
        Balance Exchanged or Principal Payment Made
	
        Type
        of Certificate Exchanged for
	
        Remaining
        Certificate Balance Following Such Exchange or Payment
	
        Notation
        Made by

	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________




    A-1-9


    


    

ASSIGNMENT


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


________________________________


________________________________


________________________________


Date: __________________


	 	Signature by or on behalf of 

Assignor(s):
	 	_________________________
	 	Taxpayer Identification Number:  _________




    A-1-10


    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s) for the purpose
of receiving notices and distributions:

_____________________________________________________________________.


Distributions, if
being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


This information is
provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


	 	By:	 
	 	 	[Please print or type name(s)]
	 	Title: 	 
	 	Taxpayer Identification Number:


 




    A-1-11


    


    

EXHIBIT A-2


FORM OF CLASS X CERTIFICATES


CLASS X


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASER


 


 



























































1
Temporary Regulation S Global Certificate legend.


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
Global Certificate legend.


 



 




    A-2-1


    


    

OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT.


THIS CLASS X CERTIFICATE WILL NOT
BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN 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 NOT A “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3)  TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH 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 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, LOCAL OR NON-U.S. LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR




    A-2-2


    


    

USING THE ASSETS OF SUCH PLAN TO
ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1)
OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING
AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR 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 CODE SECTIONS 860G(a)(1) AND 860D.


 




    A-2-3


    


    

CSMC 2019-UVIL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-UVIL, CLASS X





	Pass-Through Rate: Variable IO4	 
	First Distribution Date: January 17, 2020	 
	Aggregate Initial Notional Amount of the
    Class X Certificates:  $[__]	Rated Final Distribution Date: December 2041
	CUSIP:  [__]5

[__]6

[__]7	Initial Notional Amount of this

                                                                             Certificate:   $[______][QIB]

$[______][Reg S]

$[______][IAI]



	ISIN:      [__]8

[__]9

[__]10	 
	 	 
	No.:  X-[1]	 


This certifies that
[Cede & Co.]11 is the registered
owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to
the Class X Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the
Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed rate loan (the
“Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are
the Class A, Class B, Class C, Class D, Class E, Class HRR and Class R Certificates (collectively with the Class X Certificates,
the “Certificates”;


______________________________


4
The initial Pass-Through Rate on the Class X Certificates is [__]%.


5
For Rule 144A Certificates.


6
For Regulation S Certificates.


7
For IAI Certificates.


8
For Rule 144A Certificates.


9
For Regulation S Certificates.


10
For IAI Certificates.


11
For Global Certificate only.




 




    A-2-4


    


    

the Holders of Certificates issued under
the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate is
issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by
merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest, any Prepayment
Charges then distributable, if any, and any other amounts distributable to the Class X Certificates for such Distribution
Date, all as more fully described in the Trust and Servicing Agreement.


All distributions
will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


As provided in the
Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of
transfer of any Certificate, the




    A-2-5


    


    

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.


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and
Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without
the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating
Advisor may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects
its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust
and Servicing Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator
have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the




    A-2-6


    


    

Certificate Administrator, the Depositor,
the Trustee or any other specified person in accordance with the amendment, will not result in an Adverse REMIC Event.


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.




    A-2-7


    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Certificate to be duly executed.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator
	 	By:	 
	 	 	Authorized Officer


 


Certificate of Authentication


This is one of the
Class X Certificates referred to in the Trust and Servicing Agreement.


Dated:


December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


 






    A-2-8


    


    

SCHEDULE A


SCHEDULE OF EXCHANGES


The following exchanges of a part of
this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate]
have been made:


	
        Date
        of Exchange
	
        Notional
        Amount Prior to Exchange
	
        Notional
        Amount Exchanged
	
        Type
        of Certificate Exchanged for
	
        Remaining
        Notional Amount Following Such Exchange
	
        Notation
        Made by

	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________




    A-2-9


    


    

ASSIGNMENT


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


________________________________


________________________________


________________________________


Date: __________________


Signature by or on behalf of

Assignor(s):


_________________________


Taxpayer Identification Number: _________




    A-2-10


    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s) for the purpose
of receiving notices and distributions:

_____________________________________________________________________.


Distributions, if
being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


This information is
provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.





	 	By:	 
	 	 	[Please print or type name(s)]
	 	Title: 	 
	 	Taxpayer Identification Number:


 


 




    A-2-11


    


    

EXHIBIT A-3


FORM OF CLASS B CERTIFICATES


CLASS B


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR,



 



























































1
Temporary Regulation S Global Certificate legend.


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
Global Certificate legend.


 



 




    A-3-1


    


    

THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR,
THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN 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 TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


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 NOT A “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3)  TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CLASS B CERTIFICATE IS
SUBORDINATED TO THE CLASS A CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


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, LOCAL OR NON-U.S. LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FIDUCIARY




    A-3-2


    


    

RESPONSIBILITY PROVISIONS OF ERISA
OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1)
OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING
AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR 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 CODE SECTIONS 860G(a)(1) AND 860D.


 




    A-3-3


    


    

CSMC 2019-UVIL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-UVIL, CLASS B





	Pass-Through Rate: [__]%	 
	First Distribution Date: January 17, 2020	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $[__]	Rated Final Distribution Date: December 2041
	CUSIP:  [__]4

    [__]5

    [__]6	Initial
Certificate Balance of this

                                                                             Certificate:   $[______][QIB]

$[______][Reg S]

$[______][IAI]



	ISIN:      [__]7

    [__]8

    [__]9	 
	 	 
	No.:  B-[1]	 


This certifies that
[Cede & Co.]10 is the registered
owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to
the Class B Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the
Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed rate loan (the
“Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are
the Class A, Class X, Class C, Class D, Class E, Class HRR and Class R Certificates (collectively with the Class B Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


______________________________


4
For Rule 144A Certificates.


5
For Regulation S Certificates.


6
For IAI Certificates.


7
For Rule 144A Certificates.


8
For Regulation S Certificates.


9
For IAI Certificates.


10
For Global Certificate only.



 




    A-3-4


    


    

This Certificate is
issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by
merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest,
any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class B Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


All distributions
will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


As provided in the
Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of
transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated




    A-3-5


    


    

transferee or transferees, one or more
new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing
Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without the consent
of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor may,
but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights,
duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing
Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator have
first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.




    A-3-6


    


    

The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.




    A-3-7


    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Certificate to be duly executed.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator
	 	By:	 
	 	 	Authorized Officer


 


Certificate of Authentication


This is one of the
Class B Certificates referred to in the Trust and Servicing Agreement.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


 



    A-3-8


    


    

SCHEDULE A


SCHEDULE OF EXCHANGES


The following payments of principal
and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global
Certificate] [Definitive Certificate] have been made:


	
        Date
        of Exchange or Payment of Principal
	
        Certificate
        Balance Prior to Exchange or Payment
	
        Certificate
        Balance Exchanged or Principal Payment Made
	
        Type
        of Certificate Exchanged for
	
        Remaining
        Certificate Balance Following Such Exchange or Payment
	
        Notation
        Made by

	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________




    A-3-9


    


    

ASSIGNMENT


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


________________________________


________________________________


________________________________


Date: __________________


Signature by or on behalf of

Assignor(s):


_________________________


Taxpayer Identification Number: _________




    A-3-10


    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s) for the purpose
of receiving notices and distributions:

_____________________________________________________________________.


Distributions, if
being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


This information is
provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.





	 	By:	 
	 	 	[Please print or type name(s)]
	 	Title: 	 
	 	Taxpayer Identification Number:


 


 



    A-3-11


    


    

EXHIBIT A-4


FORM OF CLASS C CERTIFICATES


CLASS C


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR,




 



























































1
Temporary Regulation S Global Certificate legend.


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
Global Certificate legend.


 



 




    A-4-1


    


    

THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR,
THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN 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 TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


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 NOT A “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3)  TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CLASS C CERTIFICATE IS
SUBORDINATED TO THE CLASS A AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO HEREIN.


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, LOCAL OR NON-U.S. LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FIDUCIARY




    A-4-2


    


    

RESPONSIBILITY PROVISIONS OF ERISA
OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1)
OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING
AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR 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 CODE SECTIONS 860G(a)(1) AND 860D.


 




    A-4-3


    


    

CSMC 2019-UVIL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-UVIL, CLASS C





	Pass-Through Rate: Variable4	 
	First Distribution Date: January 17, 2020	 
	Aggregate Initial Certificate Balance of the Class C Certificates:  $[__]	Rated Final Distribution Date: December 2041
	CUSIP:  [__]5

[__]6

[__]7	Initial
Certificate Balance of this

                                                                             Certificate:   $[______][QIB]

$[______][Reg S]

$[______][IAI]



	ISIN:      [__]8

[__]9

[__]10	 
	 	 
	No.:  C-[1]	 


This certifies that
[Cede & Co.]11 is the registered
owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to
the Class C Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the
Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed rate loan (the
“Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are
the Class A, Class X, Class B, Class D, Class E, Class HRR and Class R Certificates (collectively with the Class C Certificates,
the “Certificates”;


______________________________


4
The initial Pass-Through Rate on the Class X Certificates is [__]%.


5
For Rule 144A Certificates.


6
For Regulation S Certificates.


7
For IAI Certificates.


8
For Rule 144A Certificates.


9
For Regulation S Certificates.


10
For IAI Certificates.


11
For Global Certificate only.




 




    A-4-4


    


    

the Holders of Certificates issued under
the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate is
issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by
merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest,
any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class C Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


All distributions
will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.




    A-4-5


    


    

As provided in the
Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing
Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without the consent
of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor may,
but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights,
duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing
Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator have
first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the




    A-4-6


    


    

amendment or the exercise of any power
granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.




    A-4-7


    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Certificate to be duly executed.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


Certificate of Authentication


This is one of the
Class C Certificates referred to in the Trust and Servicing Agreement.


Dated:


December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


 






    A-4-8


    


    

SCHEDULE A


SCHEDULE OF EXCHANGES


The following payments of principal
and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global
Certificate] [Definitive Certificate] have been made:


	
        Date
        of Exchange or Payment of Principal
	
        Certificate
        Balance Prior to Exchange or Payment
	
        Certificate
        Balance Exchanged or Principal Payment Made
	
        Type
        of Certificate Exchanged for
	
        Remaining
        Certificate Balance Following Such Exchange or Payment
	
        Notation
        Made by

	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________




    A-4-9


    


    

ASSIGNMENT


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


________________________________


________________________________


________________________________


Date: __________________


Signature by or on behalf of

Assignor(s):


_________________________


Taxpayer Identification Number: _________




    A-4-10


    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s) for the purpose
of receiving notices and distributions:

_____________________________________________________________________.


Distributions, if
being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


This information is
provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.





	 	By:	 
	 	 	[Please print or type name(s)]
	 	Title: 	 
	 	Taxpayer Identification Number:


 


 



    A-4-11


    


    

EXHIBIT A-5


FORM OF CLASS D CERTIFICATES


CLASS D


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR,



 



























































1
Temporary Regulation S Global Certificate legend.


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
Global Certificate legend.



 




    A-5-1


    


    

THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR,
THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN 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 TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


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 NOT A “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3)  TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CLASS D CERTIFICATE IS
SUBORDINATED TO THE CLASS A, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


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, LOCAL OR NON-U.S. LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FIDUCIARY




    A-5-2


    


    

RESPONSIBILITY PROVISIONS OF ERISA
OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1)
OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING
AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR 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 CODE SECTIONS 860G(a)(1) AND 860D.


 




    A-5-3


    


    

CSMC 2019-UVIL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-UVIL, CLASS D





	Pass-Through Rate: Variable4	 
	First Distribution Date: January 17, 2020	 
	Aggregate Initial Certificate Balance of the Class D Certificates:  $[__]	Rated Final Distribution Date: December 2041
	CUSIP:  [__]5

[__]6

[__]7	Initial
Certificate Balance of this

                                                                             Certificate:   $[______][QIB]

$[______][Reg S]

$[______][IAI]



	ISIN:      [__]8

[__]9

[__]10	 
	 	 
	No.:  D-[1]	 


This certifies that
[Cede & Co.]11 is the registered
owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to
the Class D Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the
Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed rate loan (the
“Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are
the Class A, Class X, Class B, Class C, Class E, Class HRR and Class R Certificates (collectively with the Class D Certificates,
the “Certificates”;


______________________________


4
The initial Pass-Through Rate on the Class X Certificates is [__]%.


5
For Rule 144A Certificates.


6
For Regulation S Certificates.


7
For IAI Certificates.


8
For Rule 144A Certificates.


9
For Regulation S Certificates.


10
For IAI Certificates.


11
For Global Certificate only.



 




    A-5-4


    


    

the Holders of Certificates issued under
the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate is
issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by
merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest,
any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class D Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


All distributions
will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.




    A-5-5


    


    

As provided in the
Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing
Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without the consent
of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor may,
but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights,
duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing
Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator have
first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the




    A-5-6


    


    

amendment or the exercise of any power
granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.




    A-5-7


    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Certificate to be duly executed.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


Certificate of Authentication


This is one of the
Class D Certificates referred to in the Trust and Servicing Agreement.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


 



    A-5-8


    


    

SCHEDULE A


SCHEDULE OF EXCHANGES


The following payments of principal
and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global
Certificate] [Definitive Certificate] have been made:


	
        Date
        of Exchange or Payment of Principal
	
        Certificate
        Balance Prior to Exchange or Payment
	
        Certificate
        Balance Exchanged or Principal Payment Made
	
        Type
        of Certificate Exchanged for
	
        Remaining
        Certificate Balance Following Such Exchange or Payment
	
        Notation
        Made by

	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________




    A-5-9


    


    

ASSIGNMENT


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


________________________________


________________________________


________________________________


Date: __________________


Signature by or on behalf of

Assignor(s):


_________________________


Taxpayer Identification Number: _________




    A-5-10


    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s) for the purpose
of receiving notices and distributions:

_____________________________________________________________________.


Distributions, if
being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


This information is
provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.





	 	By:	 
	 	 	[Please print or type name(s)]
	 	Title: 	 
	 	Taxpayer Identification Number:


 


 




    A-5-11


    


    

EXHIBIT A-6


FORM OF CLASS E CERTIFICATES


CLASS E


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR,



 



























































1
Temporary Regulation S Global Certificate legend.


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
Global Certificate legend.



 




    A-6-1


    


    

THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR,
THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN 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 TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


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 NOT A “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3)  TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CLASS E CERTIFICATE IS
SUBORDINATED TO THE CLASS A, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO HEREIN.


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, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FIDUCIARY




    A-6-2


    


    

RESPONSIBILITY PROVISIONS OF ERISA
OR SECTION 4975 OF THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO ACQUIRE THIS
CERTIFICATE, OTHER THAN AN INSURANCE COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY
SUCH PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF 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 ACQUISITION, HOLDING AND DISPOSITION OF SUCH
CERTIFICATES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 




    A-6-3


    


    

CSMC 2019-UVIL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-UVIL, CLASS E





	Pass-Through Rate: Variable4	 
	First Distribution Date: January 17, 2020	 
	Aggregate Initial Certificate Balance of the Class E Certificates:  $[__]	Rated Final Distribution Date: December 2041
	CUSIP:  [__]5

[__]6

[__]7	Initial
Certificate Balance of this

                                                                             Certificate:   $[______][QIB]

$[______][Reg S]

$[______][IAI]



	ISIN:      [__]8

[__]9

[__]10	 
	 	 
	No.:  E-[1]	 


This certifies that
[Cede & Co.]11 is the registered
owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to
the Class E Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the
Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed rate loan (the
“Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are
the Class A, Class X, Class B, Class C, Class D, Class HRR and Class R Certificates (collectively with the Class E
Certificates, the “Certificates”;


______________________________


4
The initial Pass-Through Rate on the Class X Certificates is [__]%.


5
For Rule 144A Certificates.


6
For Regulation S Certificates.


7
For IAI Certificates.


8
For Rule 144A Certificates.


9
For Regulation S Certificates.


10
For IAI Certificates.


11
For Global Certificate only.




 




    A-6-4


    


    

the Holders of Certificates issued under
the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate is
issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by
merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest,
any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class E Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


All distributions
will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.




    A-6-5


    


    

As provided in the
Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing
Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without the consent
of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor may,
but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights,
duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing
Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator have
first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the




    A-6-6


    


    

amendment or the exercise of any power
granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.




    A-6-7


    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Certificate to be duly executed.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


Certificate of Authentication


This is one of the
Class E Certificates referred to in the Trust and Servicing Agreement.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


 



    A-6-8


    


    

SCHEDULE A


SCHEDULE OF EXCHANGES


The following payments of principal
and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global
Certificate] [Definitive Certificate] have been made:


	
        Date
        of Exchange or Payment of Principal
	
        Certificate
        Balance Prior to Exchange or Payment
	
        Certificate
        Balance Exchanged or Principal Payment Made
	
        Type
        of Certificate Exchanged for
	
        Remaining
        Certificate Balance Following Such Exchange or Payment
	
        Notation
        Made by

	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________




    A-6-9


    


    

ASSIGNMENT


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


________________________________


________________________________


________________________________


Date: __________________


Signature by or on behalf of

Assignor(s):


_________________________


Taxpayer Identification Number: _________




    A-6-10


    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s) for the purpose
of receiving notices and distributions:

_____________________________________________________________________.


Distributions, if
being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


This information is
provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.





	 	By:	 
	 	 	[Please print or type name(s)]
	 	Title: 	 
	 	Taxpayer Identification Number:


 


 




    A-6-11


    


    

EXHIBIT A-7


FORM OF CLASS HRR CERTIFICATES


CLASS HRR


THIS CERTIFICATE IS SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES. 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 THE TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. THE CERTIFICATE REGISTRAR SHALL REFUSE
TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.02 OF THE TRUST AND SERVICING
AGREEMENT.


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE TRUST LOAN 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 TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


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 NOT A “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3)  TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF




    A-7-1


    


    

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, THAT IS NOT A QIB, 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 CLASS HRR CERTIFICATE IS
SUBORDINATED TO THE CLASS A, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN
THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


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, LOCAL OR NON-U.S.
LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE
COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE, HOLDING AND SUBSEQUENT
DISPOSITION OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION
406 OF ERISA AND SECTION 4975 OF 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 ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATES WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 




    A-7-2


    


    

CSMC 2019-UVIL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-UVIL, CLASS HRR


	Pass-Through Rate: Variable1	 
	First Distribution Date: January 17, 2020	 
	Aggregate Initial Certificate Balance of the Class HRR Certificates:  $[__]	Rated Final Distribution Date: December 2041
	CUSIP:  [__]	Initial Certificate Balance of this

Certificate:   $[______][QIB]
	ISIN:      [__]	 
	Common Code: [_]	 
	No.:  HRR-[1]	 


This certifies that
Core Credit Partners A is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to
be made from a Trust Fund with respect to the Class HRR Certificates. The Trust Fund consists primarily of two notes secured
by certain Collateral held in trust by the Certificate Administrator on behalf of the Trust issued by a special purpose entity
evidencing a portion of a fixed rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan
is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby.
Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class E and Class
R Certificates (collectively with the Class HRR Certificates, the “Certificates”; the Holders of Certificates
issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate is
issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by
merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.




    A-7-3


    


    

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.


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest,
any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class HRR Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


All distributions
will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


As provided in the
Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the




    A-7-4


    


    

Servicer, the Special Servicer, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing
Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without the consent
of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor may,
but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights,
duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing
Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator have
first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to




    A-7-5


    


    

Article 9 of the Trust and
Servicing Agreement following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the
Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation
or abandonment of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust
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’s, living on the date of execution of the Trust and Servicing
Agreement.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.




    A-7-6


    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Certificate to be duly executed.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator
	 	By:	 
	 	 	Authorized Officer


 


Certificate of Authentication


This is one of the
Class HRR Certificates referred to in the Trust and Servicing Agreement.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


 



    A-7-7


    


    

SCHEDULE A


SCHEDULE OF EXCHANGES


The following payments of principal
and exchanges of a part of this Definitive Certificate have been made:


	
        Date
        of Exchange or Payment of Principal
	
        Certificate
        Balance Prior to Exchange or Payment
	
        Certificate
        Balance Exchanged or Principal Payment Made
	
        Type
        of Certificate Exchanged for
	
        Remaining
        Certificate Balance Following Such Exchange or Payment
	
        Notation
        Made by

	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________




    A-7-8


    


    

ASSIGNMENT


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


________________________________


________________________________


________________________________


Date: __________________


Signature by or on behalf of

Assignor(s):


_________________________


Taxpayer Identification Number: _________




    A-7-9


    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s) for the purpose
of receiving notices and distributions:

_____________________________________________________________________.


Distributions, if
being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


This information is
provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


		By:____________________________________
	[Please print or type name(s)]



		Title:__________________________________	



Taxpayer Identification Number:




    A-7-10


    


    

EXHIBIT A-8


FORM OF CLASS R CERTIFICATES


CLASS R


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH 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 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 FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 OF THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL




    A-8-1


    


    

REVENUE CODE OF 1986, AS AMENDED.
EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.3 OF THE TSA,
AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER
THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING
A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY
PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS 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.
BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS
SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY
SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE
AS SPECIFIED IN TREASURY REGULATIONS.


 




    A-8-2


    


    

CSMC 2019-UVIL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-UVIL, CLASS R


	Percentage Interest:  [     ]%
	Cut Off Date:  December 6, 2019
	CUSIP:  [__]
	ISIN:     [__]
	 
	No.:  R-[1]


This certifies that
[_____] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a
Trust Fund with respect to the Class R Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral
held in trust by the Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of
a fixed rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant
to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust
and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class E and Class HRR Certificates (collectively
with the Class R Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and
Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate is
issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by
merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


This Certificate represents
the “residual interest” in two “real estate mortgage investment conduits,” as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Certificate Administrator shall be designated as the “partnership representative” within
the meaning of Section 6223 of the Code of each Trust REMIC. By their acceptance thereof, the Holders of the




    A-8-3


    


    

Class R Certificates hereby agree to
the designation of the Certificate Administrator as the “partnership representative” for the Trust REMICs.


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest,
any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class R Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


All distributions
will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


As provided in the
Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the




    A-8-4


    


    

Servicer, the Special Servicer, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing
Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without the consent
of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor may,
but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights,
duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing
Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator have
first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to




    A-8-5


    


    

Article 9 of the Trust and
Servicing Agreement following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the
Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation
or abandonment of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust
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’s, living on the date of execution of the Trust and Servicing
Agreement.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.




    A-8-6


    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Certificate to be duly executed.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


Certificate of Authentication


This is one of the
Class R Certificates referred to in the Trust and Servicing Agreement.


Dated:December 19, 2019





	 	WELLS FARGO bANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	By:	 
	 	 	Authorized Officer


 


 



    A-8-7


    


    

SCHEDULE A


SCHEDULE OF EXCHANGES


The following payments of principal
and exchanges of a part of this Definitive Certificate have been made:


	
        Date
        of Exchange or Payment of Principal
	
        Certificate
        Balance Prior to Exchange or Payment
	
        Certificate
        Balance Exchanged or Principal Payment Made
	
        Type
        of Certificate Exchanged for
	
        Remaining
        Certificate Balance Following Such Exchange or Payment
	
        Notation
        Made by

	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________
	__________	__________	__________	__________	_________	_________




    A-8-8


    


    

ASSIGNMENT


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


________________________________


________________________________


________________________________


Date: __________________


Signature by or on behalf of

Assignor(s):


_________________________


Taxpayer Identification Number: _________




    A-8-9


    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s) for the purpose
of receiving notices and distributions:

_____________________________________________________________________.


Distributions, if
being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


This information is
provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.





	 	By:	 
	 	 	[Please print or type name(s)]
	 	Title: 	 
	 	Taxpayer Identification Number:


 


 




    A-8-10


    


    

EXHIBIT B


FORM OF REQUEST FOR RELEASE

(for Custodian)


	Loan Information
	 	Name of Mortgagor:	
 


	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	Address:	Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, MN 55414

Attention:  CTS – Document Custody Group

                  CSMC 2019-UVIL
	 	Custodian

Mortgage File No.:	
 


	Depositor
	 	Name:	Credit Suisse Commercial Mortgage Securities Corp.
	 	Address:	
        11 Madison Avenue, 4th
        Floor, New York, New York 10010

	 	Certificates:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL


The undersigned [Servicer]
[Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”),
for the Holders of CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL, the documents referred to below
(the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the meanings
given to them in the Trust and Servicing Agreement, dated as of December 6, 2019, by and among Credit Suisse Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial,
a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor (the “Trust
and Servicing Agreement”).


( )Note dated
[          ], in the original principal sum of $________, made by _______, payable
to, or endorsed to the order of, the Trustee.




    B-1


    


    

( )Mortgage(s)
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _________, State of
___________ in book/reel/docket ___________ of official records at page/image ________.


( )Deed of
Trust(s) recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ___________,
State of _______ in book/reel/docket ____________ of official records at page/image.


( )Deed to
Secure Debt recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ___________,
State of _______ in book/reel/docket ____________ of official records at page/image.


( )Other documents,
including any amendments, assignments or other assumptions of the Notes or Mortgages.


( )          ___________________________


( )          ___________________________


( )          ___________________________


( )          ___________________________


The undersigned [Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


(1)       The
[Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust on behalf of the Custodian for the benefit
of the Certificateholders, solely for the purposes provided in the Trust and Servicing Agreement.


(2)       The
[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 [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
Trust and Servicing Agreement.


(3)       The
[Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Whole
Loan has been liquidated or the Whole Loan has been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Trust and Servicing Agreement.


(4)       The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be earmarked for the account
of the Custodian, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property
in the [Servicer’s] [Special Servicer’s] possession, custody or control.




    B-2


    


    

 


	 	[SERVICER][SPECIAL SERVICER]
	 	By:	 
	 	 	Name:
	 	 	Title:


Date: _________




    B-3


    


    

EXHIBIT C


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


(Exchanges or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer
Services – CSMC 2019-UVIL


 


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL, Class [__]                                                  



Reference is hereby
made to the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


In connection with
such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made
in compliance with the transfer restrictions set forth in the Trust 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.


 




    C-1


    


    

(1)       the
offer of the Certificates was not made to a “U.S. person” within the meaning of Rule 902(k) of Regulation S;


(2)       the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


(3)       no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or any person acting on
behalf of the Transferor or any such affiliate 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 Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Custodian and the Initial Purchaser.


	 	[Insert Name of Transferor]
	 	By: 	 
	 	 	Name:
	 	 	Title:


Dated: _______


cc: Credit Suisse
Commercial Mortgage Securities Corp.




    C-2


    


    

EXHIBIT D


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


(Exchange or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota
55479

Attention: Certificate Transfer Services – CSMC 2019-UVIL


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL, Class [__]                                                              



Reference is hereby
made to the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with
such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made
in compliance with the transfer restrictions set forth in the Trust 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 “U.S. person” within the meaning of Rule 902(k) of Regulation S;


(2)       the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;




    D-1


    


    

(3)       no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or a person acting on
behalf of the Transferor or any such affiliate 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 Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Custodian and the Initial Purchaser.





	 	[Insert Name of Transferor]
	 	By: 	 
	 	 	Name:
	 	 	Title:



Dated: ________


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    D-2


    


    

EXHIBIT E


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


(Exchange or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota
55479

Attention: Certificate Transfer Services – CSMC 2019-UVIL


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL, Class [__]                                                                     



Reference is hereby
made to the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code
[______]) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate
of such Class (CUSIP No. [______]).


In connection with
such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged
or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and


______________________


* Select appropriate depository.



 




    E-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 Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Custodian and the Initial Purchaser.





	 	[Insert Name of Transferor]
	 	By: 	 
	 	 	Name:
	 	 	Title:


Dated: _______


cc: Credit Suisse Commercial Mortgage Securities Corp.




    E-2


    


    

EXHIBIT F


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


(Exchanges pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota
55479

Attention: Certificate Transfer Services – CSMC 2019-UVIL


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL, Class [__]                                                                      



Reference is hereby
made to the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


[For purposes of acquiring
a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified
above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S
Global Certificate of the Class specified above issued under the Trust and Servicing Agreement certifies that it is not a
“U.S. person” as defined in Rule 902(k) of Regulation S under the Securities Act of 1933, as amended.


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


We understand that
this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 


___________________


* Select, as applicable.


 




    F-1


    


    

commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested
party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Custodian
and the Initial Purchaser.


	 	Dated:______________
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.


 




    F-2


    


    

EXHIBIT G


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


(Exchanges or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota
55479

Attention: Certificate Transfer Services – CSMC 2019-UVIL


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL, Class [__]                                                                 



Reference is hereby
made to the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


In connection with
such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made
in compliance with the transfer restrictions set forth in the Trust 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 “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 


______________________


* Select appropriate depository.


 




    G-1


    


    

(2)        the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


(3)       no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or any person acting on
behalf of the Transferor or any such affiliate 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 Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator, the Trustee, the Custodian and the Initial Purchaser.





	 	[Insert Name of Transferor]
	 	By: 	 
	 	 	Name:
	 	 	Title:


Dated: ________


cc: Credit Suisse Commercial Mortgage Securities Corp.




    G-2


    


    

EXHIBIT H


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota
55479

Attention: Certificate Transfer Services – CSMC 2019-UVIL


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL, Class [__]                                                              



Reference is hereby
made to the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common
Code No. [______]).


In connection with
such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made
in compliance with the transfer restrictions set forth in the Trust 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 “U.S. person” within the meaning of Rule 902(k) of Regulation S;


(2)       the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;




    H-1


    


    

(3)       no
“directed selling efforts” have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable; and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


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 Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator, the Trustee, the Custodian and the Initial Purchaser.





	 	[Insert Name of Transferor]
	 	By: 	 
	 	 	Name:
	 	 	Title:


Dated: _______


cc: Credit Suisse Commercial Mortgage Securities Corp.




    H-2


    


    

EXHIBIT I


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota
55479

Attention: Certificate Transfer Services – CSMC 2019-UVIL


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL, Class [__]                                                                     



Reference is hereby
made to the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest
for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


In connection with
such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged
or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


We understand that
this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are




    I-1


    


    

commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested
party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Custodian
and the Initial Purchaser.





	 	[Insert Name of Transferor]
	 	By: 	 
	 	 	Name:
	 	 	Title:


Dated: _______


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    I-2


    


    

EXHIBIT J-1


FORM OF INVESTMENT REPRESENTATION LETTER


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota
55479

Attention: Certificate Transfer Services – CSMC 2019-UVIL


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: N. Dante LaRocca


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL, Class [__]                                                                      



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 5.3 of the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to
SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor, on behalf of the holders of Commercial Mortgage Pass Through Certificates,
Series 2019-UVIL (the “Certificates”) in connection with the transfer by [             ]
(the “Seller”) to the undersigned (the “Purchaser”) of $_____ aggregate Certificate Balance
of Class [ ] Certificates, in certificated fully registered form (such registered interest, the “Certificate”).
Terms used but not defined herein shall have the meanings ascribed thereto in the Trust and Servicing Agreement.


In connection with
such transfer, the undersigned hereby represents and warrants to you as follows:


[For Institutional
Accredited Investors only]1.The Purchaser is an institutional “accredited investor” (an “Institutional
Accredited Investor”, i.e., an entity meeting the requirements of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”)) and has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and the Purchaser
and any accounts for which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser
is acquiring the Certificate for its




    J-1-1


    


    

own account or for one or more accounts
(each of which is an Institutional Accredited Investor) as to each of which the Purchaser exercises sole investment discretion.
The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


[For Qualified Institutional
Buyers only]1.The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule
144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


2.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer,
resale, pledge or other transfer to (i) “qualified institutional buyers” in transactions under Rule 144A, or (ii) Institutional
Accredited Investors pursuant to any other exemption from the registration requirements of the Securities Act, subject in the case
of this clause (ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale,
pledge or transfer is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence
acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act
and other applicable laws (including applicable state and foreign securities laws), and (d) a written undertaking to reimburse
the Trust for any costs incurred by it in connection with the proposed transfer. It understands that the Certificate (and any subsequent
Non-Book Entry Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment
intent (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.


3.       The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be resold unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.


4.       The
Purchaser has reviewed the applicable Offering Circular dated December 12, 2019, relating to the Certificates (the “Offering
Circular”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as an
owner of a Non-Book Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”), in
all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar
and all Certificateholders present and future.


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance with Section 5.3 of the Trust
and Servicing Agreement.




    J-1-2


    


    

7.       Check
one of the following:


☐       The
Purchaser is a “U.S. Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or
successor form).


☐       The
Purchaser is not a “U.S. Person” and under applicable law in effect on the date hereof, no taxes will be required to
be withheld by the Certificate Registrar (or its agent) with respect to Distributions to be made on the Certificate(s). The Purchaser
has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E (or successor form), which identifies such Purchaser as the
beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Person, (ii) two duly executed copies of IRS
Form W-8IMY (and all appropriate attachment, (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which identify
such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the U.S. Securities
is, or is expected to be, effectively connected with a U.S. trade or business or (iv) a duly executed copy of IRS Form W-8EXP.
The Purchaser agrees to provide to the Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY, IRS Form
W-8ECI or IRS Form W-8EXP, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate
Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or
promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the
Certificate Registrar.


For purposes of this
paragraph 7, “U.S. Person” means a citizen or resident of the United States, a corporation, partnership (except to
the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United
States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal
income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more
such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable
Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).


Please make all payments
due on the Certificates:**


(a)       by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


Account number:                                   



Institution:                                              


 


 


___________________________ 


** Please
select (a) or (b).







    J-1-3


    


    

(b)       by
mailing a check or draft to the following address:


                                                                                      




                                                                                      




                                                                                      


	 	Very truly yours,
	 	[Insert Name of Purchaser]
	 	By: 	 
	 	 	Name:
	 	 	Title:


Dated: ________________, 20__


 




    J-1-4


    


    

EXHIBIT J-2


FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota
55479

Attention: Certificate Transfer Services – CSMC 2019-UVIL


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL
(the “Certificates”) issued pursuant to the Trust and Servicing Agreement, dated as of December 6, 2019
(the “Trust and Servicing Agreement”), between Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as
successor by merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor.



______________________________________________________________________________


 


	STATE OF	)
	 	)          ss.:
	COUNTY OF        	)


Capitalized terms
not defined herein shall have the meaning ascribed to them in the Trust and Servicing Agreement.


I, [______], under
penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and
complete, and being first sworn, depose and say that:


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “Trust REMIC”) designated
as the “Lower-Tier REMIC” and “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”).




    J-2-1


    


    

3.       The
Purchaser is not a “Disqualified Organization”
(as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee
of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization.
For the purposes hereof, a Disqualified Organization is any of the following: (i) the United States, a State, or any agency
or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject
to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any
such governmental unit), (ii) a foreign government, International Organization or agency or instrumentality of either of the
foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code
Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural electric
and telephone cooperatives described in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate Registrar
based upon an opinion of counsel to the effect that any transfer to such Person may cause either Trust REMIC to fail to qualify
as a REMIC at any time that the Certificates are outstanding. The terms “United
States”, “State” and “International
Organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions thereto.


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


5.       The
Purchaser is a Permitted Transferee. For the purpose hereof, a “Permitted Transferee” is any Person or agent
of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who
is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the
effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause either Trust REMIC to
fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. 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. Person or (e) a U.S. Person with respect to which
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. Person.


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Person.


8.       Check
the applicable paragraph:




    J-2-2


    


    

☐The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


(ii)       the
present value of the expected future distributions on such Class R Certificate; and


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related Trust REMIC generates
losses.


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code
for the month of the transfer and the compounding period used by the Purchaser.


☐The transfer
of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Treasury Regulations Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


☐None of
the above.




    J-2-3


    


    

9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit and
agreement or as to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent
(including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


14.       The
Purchaser has reviewed the provisions of Section 5.3 of the Trust 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 the Lower-Tier
REMIC and the Upper-Tier REMIC pursuant to Section 12.1 of the Trust and Servicing Agreement.


Capitalized terms
used but not defined herein have the meanings assigned thereto in the Trust 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:


 




    J-2-4


    


    

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:	 
	 _______________________________


 




    J-2-5


    


    

EXHIBIT J-3


FORM OF TRANSFEROR LETTER


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services – CSMC 2019-UVIL


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL, Class R



______________________________________________________________________________


Ladies and Gentlemen:


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Trust and Servicing Agreement, dated as of December 6,
2019 (the “Trust and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of
Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


(2)       The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Trust and Servicing Agreement as Exhibit J-2. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee
(as defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s
representations in such Transfer Affidavit and Agreement are false.


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that




    J-3-1


    


    

the Transferee has historically paid
its debts as they became due and has found no significant evidence to indicate that the Transferee will not continue to pay its
debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates may not be respected
for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated therewith)
unless the Transferor has conducted such an investigation.





	 	Very truly yours,
	 	



      (Transferor)

	 	By: 	 
	 	 	Name:
	 	 	Title:


 


 




    J-3-2


    


    

EXHIBIT J-4


FORM OF TRANSFEREE CERTIFICATE FOR

TRANSFERS OF THE CLASS HRR CERTIFICATES


[Date]


Wells Fargo Bank, National Association

9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) – CSMC 2019-UVIL


Column Financial, Inc.

as Retaining Sponsor


11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: N. Dante LaRocca


 


Park Bridge Lender Services LLC


600 Third Avenue, 40th Floor


New York, New York 10016


Attention: CSMC 2019-UVIL–Surveillance Manager


(with a copy sent contemporaneously via e-mail to: cmbs.notices@parkbridgefinancial.com)


CSMC 2019-UVIL, Commercial Mortgage
Pass-Through Certificates, Series 2019-UVIL (the “Certificates”) issued pursuant to the Trust and Servicing
Agreement, dated as of December 6, 2019 (the “Trust and Servicing Agreement”), by and among Credit Suisse
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer,
Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to each of the addressees hereto:


		1.	The Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate Balance
of the Class HRR Certificates from [_____] (the “Transferor”).



		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of any portion
of the Class HRR Certificates by the Transferor unless the Purchaser, or such





    J-4-1


    


    

Purchaser’s agent, delivers
to the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Purchaser
expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained in such
certificate is false.


		3.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”), and the Transferor has satisfied
all requirements pursuant to such Risk Retention Agreement.



		4.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the Class HRR Certificates, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the
acquisition of the Class HRR Certificates and (b) the acquisition of the Class HRR Certificates will be effected through Credit
Suisse Securities (USA) LLC.



		5.	Check one of the following:



 ☐       The
Purchaser certifies, represents and warrants to each of the addressees hereto that:


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



		B.	It is not acquiring the Class HRR Certificates as a nominee, trustee or agent for any person that
is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Class HRR Certificates, it will remain
a Majority-Owned Affiliate.



		C.	It will deliver a joinder agreement substantially in the form attached to the Risk Retention Agreement
pursuant to which it has agreed to be bound by the terms of the Risk Retention Agreement to the same extent as if it was the Transferor
itself.



		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 HRR Certificates will satisfy
the Credit Risk Retention Rules in its capacity as third-party purchaser under Regulation RR.



 ☐       The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Purchaser certifies, represents and warrants
to each of the addressees hereto that:


		A.	It will execute and deliver to the Retaining Sponsor a new credit risk retention agreement in form
and substance satisfactory to the Retaining Sponsor in accordance with the Risk Retention Agreement.





    J-4-2


    


    

		B.	If required by the Retaining Sponsor, an affiliate of the Purchaser will execute and deliver a
guaranty, which shall be substantially the same in the form and substance of the guaranty provided pursuant to the Risk Retention
Agreement.



		C.	It will comply with any additional requirements and satisfy any additional conditions set forth
under the Risk Retention Agreement applicable to the Transfer and the Purchaser as a subsequent Third Party Purchaser.



		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 HRR Certificates will satisfy
the Credit Risk Retention Rules in its capacity as third-party purchaser under Regulation RR.



Capitalized terms
used but not defined herein have the meanings assigned thereto in the Trust 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:


 




    J-4-3


    


    

EXHIBIT J-5


FORM OF TRANSFEROR CERTIFICATE FOR

TRANSFERS OF THE CLASS HRR CERTIFICATES


[Date]


 


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) – CSMC 2019-UVIL


Column Financial, Inc.

as Retaining Sponsor

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: N. Dante LaRocca


CSMC 2019-UVIL,
Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL (the “Certificates”)


Ladies and Gentlemen:


This is delivered
to you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”) to
[______] (the “Transferee”) [$[_____] aggregate Certificate Balance of the Class HRR Certificates]. The Certificates
were issued pursuant to the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to
SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Trust and Servicing Agreement. The Transferor hereby certifies, represents and warrants
to you that:


		1.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”) and the Trust and Servicing Agreement.





    J-5-1


    


    

		2.	The Transferor has complied with all of the covenants in the Risk Retention Agreement during the
period from the date of the Risk Retention Agreement through and including the date of the Transfer.



		3.	All of the representations and warranties made by the Transferor in the Risk Retention Agreement
are true and correct as of the date of the Transfer.



		4.	All of the requirements set forth in the Risk Retention Agreement relating to the Transfer have
been complied with.



		5.	If the Transferee is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the Class HRR Certificates, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the
acquisition of the Class HRR Certificates and (b) the acquisition of the Class HRR Certificates will be effected through Credit
Suisse Securities (USA) LLC.



		6.	Check one of the following:



 ☐       The
Transferor certifies, represents and warrants to you that:


		A.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor (a “Majority-Owned Affiliate”).



		B.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
to transfers by the Transferor to a Majority-Owned Affiliate.



☐        The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor certifies, represents and warrants
to you that:


		A.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
to transfers by the Transferor to subsequent Third Party Purchasers.



		7.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Trust and Servicing Agreement as Exhibit J-4. The Transferor does not know or believe that any
representation contained therein is false.



IN WITNESS WHEREOF,
the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of
_________, 20__.


	 	[TRANSFEROR]
	 	By:	 
	 	 	Name:
	 	 	Title:




    J-5-2


    


    

EXHIBIT J-6


FORM OF REQUEST OF THE RETAINING SPONSOR
CONSENT FOR

[RELEASE][TRANSFERS] OF THE CLASS HRR CERTIFICATES


[Date]


Column Financial, Inc.


11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca


 


Column Financial, Inc.


11 Madison Avenue, 9th Floor


New York, New York 10010


Attention: Barbara Nottebohm


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) – CSMC 2019-UVIL


E-mail: riskretentioncustody@wellsfargo.com


CSMC 2019-UVIL,
Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL (the “Certificates”)


Ladies and Gentlemen:


[FOR PROPOSED RELEASES][This
is delivered to you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance
of the Class HRR Certificates from the Third Party Purchaser Custodial Account.]


[FOR PROPOSED TRANSFERS][This
is delivered to you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”)
to [______] (the “Transferee”) $[_____] aggregate Certificate Balance of the Class HRR Certificates.]


The Certificates were
issued pursuant to the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Trust and Servicing Agreement.


[Holder of Class
HRR Certificates] hereby requests your written consent to the [Release][Transfer].




    J-6-1


    


    

Please provide
your response to this request to the Trustee using the below contact information:


The contact information
of the Certificate Administrator is:


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CSMC 2019-UVIL


With a copy to:


riskretentioncustody@wellsfargo.com


	 	Sincerely,
	 	[HOLDER OF CLASS HRR CERTIFICATES]
	 	By:	 
	 	 	Name:
	 	 	Title:


ACKNOWLEDGEMENT


COLUMN FINANCIAL, INC., a Delaware
corporation


By:________________________________

Authorized Representative


[MEDALLION SIGNATURE GUARANTY]


 




    J-6-2


    


    

EXHIBIT K


FORM OF INVESTOR CERTIFICATION FOR EXERCISING
VOTING RIGHTS


[Date]


Wells Fargo Bank, National Association,

as Certificate Administrator


9062 Old Annapolis
Road


Columbia, Maryland
21045


Attention: Corporate
Trust Services – CSMC 2019-UVIL


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL, Class [__]                                                                  



In accordance with
the requirements for the exercise of Voting Rights pursuant to the Trust and Servicing Agreement, dated as of December 6,
2019 (the “Trust and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of
Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is a [certificateholder] [beneficial owner] of the Class ___ Certificates.


2.       The
undersigned has received a copy of the Offering Circular.


3.       The
undersigned is not a Borrower Related Party.


4.       The
undersigned intends to exercise Voting Rights under the Trust and Servicing Agreement and certifies that (please check one of the
following):


		___	The undersigned is the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee.



		___	The undersigned is an Affiliate of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee and hereby certifies to the existence of an Affiliate Ethical Wall between it and the Depositor, the
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable.



___        The undersigned
is not the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or an Affiliate of the foregoing.


5.       The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Servicer, the Special




    K-1


    


    

Servicer, the Certificate Administrator
and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any
of its Representatives.


6.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust Agreement.


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and [shall be deemed to have] caused its name to be signed hereto by
its duly authorized signatory, as of the day and year written above.


	 	[Certificateholder] [Beneficial Owner]
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Company:	 
	 	Phone:	 


 


 




    K-2


    


    

EXHIBIT L


APPLICABLE SERVICING CRITERIA


The assessment of
compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable
Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged
by a Servicer or Special Servicer.


 


	APPLICABLE Servicing Criteria 	applicable Party
	Reference	Criteria	 
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	
        Servicer

        Special Servicer

        Certificate Administrator

	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.	
        Servicer

        Special Servicer

        Certificate Administrator

	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	
        Servicer

        Special Servicer

	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	
        Servicer

        Special Servicer

        Certificate Administrator

	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	
        Servicer

        Special Servicer

        Certificate Administrator

	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator

 
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	
        Servicer

        Trustee (as applicable)1

	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	
        Servicer

        Special Servicer

        Certificate Administrator



 
___________________ 


1
Only to the extent that the Trustee was required to make an Advance pursuant to the Trust and Servicing Agreement during
the applicable calendar year.


 


    L-1


    


    

 


	APPLICABLE Servicing Criteria 	applicable Party
	Reference	Criteria	 
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	
        Servicer

        Special Servicer

        Certificate Administrator

	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Servicer

Special Servicer
	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	
         

        Servicer

        Special Servicer

        Certificate Administrator

         

	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator




	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.	
        Servicer

        Special Servicer

        Custodian

	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Servicer

Special Servicer
	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	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.	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.	Servicer

Special Servicer




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	APPLICABLE Servicing Criteria 	applicable Party
	Reference	Criteria	 
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	
        Special Servicer

        Operating Advisor

        

        

	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	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.	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.	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.	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.	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.	Servicer
	1122(d)(4)(xiv)	 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	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 Servicer and the Special
Servicer are the same entity, the Servicer and Special Servicer may provide a combined assessment of compliance in respect of their
combined responsibilities under Section 1122 of Regulation AB.




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EXHIBIT M


FORM OF NRSRO CERTIFICATION


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator


9062 Old Annapolis
Road


Columbia, Maryland
21045


Attention: Corporate Trust Services – CSMC 2019-UVIL


		Attention:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL



In accordance with
the requirements for obtaining certain information pursuant to the Trust and Servicing Agreement, dated as of December 6,
2019 (the “Trust and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of
Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.                 
The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


2.                 
The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);


a.      
has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


b.     
has access to the Depositor's 17g-5 website; and


c.      
agrees that the confidentiality agreement attached as Annex A hereto shall be applicable to the undersigned with
respect to information obtained from the Depositor's 17g-5 website shall also be applicable to information obtained from the 17g-5
Information Provider's Website and the Certificate Administrator’s Website.


The undersigned shall be deemed to have
recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and
the 17g-5 Information Provider’s Website.




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Capitalized terms used but not defined
herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


Date:


	 	Very truly yours,
	 	[NRSRO Name]
	 	By:	 
	 	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	E-mail:




    M-2


    


    

ANNEX A


CONFIDENTIALITY AGREEMENT


This Confidentiality
Agreement (the “Confidentiality Agreement”) is made in connection with [_____] (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 CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates,
Series 2019-UVIL (the “Certificates”) pursuant to the Trust and Servicing Agreement, dated as of December 6,
2019 (the “Trust and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of
Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, 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 Trust 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 Trust 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 Trust 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 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





    M-3


    


    

		•	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 the terms herein, 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:


		•	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




    M-4


    


    

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.


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




    M-5


    


    

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:


 


[_____________]




    M-6


    


    

 


EXHIBIT N-1


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SERVICER


 


RECORDING REQUESTED BY:


{insert address}


SPACE ABOVE
THIS LINE FOR RECORDER’S USE


LIMITED POWER OF ATTORNEY


Wells Fargo Bank,
National Association, a national banking association organized and existing under the laws of the United States and having an office
at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in such capacity, the
“Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association
(the “Servicer”) as its true and lawful attorney-in-fact (the “Attorney-In-Fact”), and in
its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the board of directors of the Servicer,
to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate
for the tasks described in the items (1) through (12) below; provided, however, that the documents described
below may only be executed and delivered by such Attorney-In-Fact if such documents are required or permitted under the terms of
the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Agreement”) by and among Credit Suisse
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer
(the “Servicer”), Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special
Servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator (in
such capacity, the “Certificate Administrator”), as Custodian and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor, on behalf of the CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL and
no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


This Limited Power
of Attorney is being issued in connection with the Servicer’s responsibilities to service a certain mortgage loan (the “Mortgage
Loan”) held by Wells Fargo Bank, National Association, as Trustee. The Mortgage Loan is comprised of a mortgage (the
“Mortgage”) and the Notes secured thereby. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.


1.       Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any lawful
means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a deed
of trust, the preparation and issuance of statements of breach, notices




    N-1-1


    


    

of default, and/or notices of sale,
accepting deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the
property under the Mortgage by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments
of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution
of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state
or federal suit or any other action.


2.       Execute
and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association,
as Trustee, in litigation and to resolve any litigation where the Servicer has an obligation to defend Wells Fargo Bank, National
Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


3.       Transact
business of any kind regarding the Mortgage Loan and the Properties.


4.       Obtain
an interest in the Mortgage Loan, Properties and/or building thereon, as Wells Fargo Bank, National Association, Trustee’s
act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure
payment of a promissory note or performance of any obligation or agreement.


5.       Execute,
complete, indorse or file bonds, notes, the Mortgage, any deeds of trust and other contracts, agreements and instruments regarding
the Mortgage Loan Borrowers, the Mortgage Loan and/or the Properties, including but not limited to the execution of estoppel certificates,
financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans,
waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment
agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase
and sale agreements, and other instruments pertaining to the Mortgage or any deed of trust, and execution of deeds and associated
instruments, if any, conveying the Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


6.       Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Mortgage Loan.


7.       [RESERVED].


8.       Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Servicer’s
duties and responsibilities under the Agreement.


9.       Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Mortgage Loan to the entity (or its designee or assignee) possessing the right to obtain
ownership of the Mortgage Loan.




    N-1-2


    


    

10.       Subordinate
the lien of the Mortgage, any deed of trust, or deed to secure debt (i) for the purpose of refinancing the Mortgage Loan, where
applicable, or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain,
including but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required
for such purpose, and the execution or requests to the trustees to accomplish the same.


11.       Convey
the Properties to the mortgage insurer, or close the title to the Property to be acquired as real estate owner, or convey title
to real estate owned property (“REO Property”).


12.       Execute
and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Properties to a party
contracted to purchase same, escrow instructions and any and all documents necessary to effect the transfer of REO Property.


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 as of [date].


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.


The Servicer hereby
agrees to indemnify and hold Wells Fargo Bank, National Association, as 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 the Trustee by reason or result of the misuse of this Limited Power
of Attorney by the Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.


This Limited Power
of Attorney shall remain in full force and effect until (a) revoked in writing by the Trustee, or (b) the termination, resignation
or removal of the Trustee as trustee of under the Agreement, or (c) the termination, resignation or removal of the Attorney-In-Fact
as the servicer under the Agreement, or (d) the termination of the Agreement, whichever occurs earlier.




    N-1-3


    


    

IN WITNESS WHEREOF,
Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf
by a duly elected and authorized signatory this __________ day of ________________, 20[__].





	 	
        Wells Fargo Bank, National Association, as Trustee,

        For CSMC 2019-UVIL

	______________________________________	By:___________________________________
	Witness:	, Vice President
	______________________________________	 
	Witness:	 
	______________________________________	 
	Attest:Assistant Secretary	 


 


 


State of _________}


County of ________}


On ________________________, before
me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis
of


satisfactory evidence
to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her
authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.


 


I certify under the laws of the State of ________ that
the foregoing paragraph is true and correct.


Witness my hand and official seal.


 


_________________________________


Notary signature


 




    N-1-4


    


    

EXHIBIT N-2


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


{insert address}


SPACE ABOVE
THIS LINE FOR RECORDER’S USE


LIMITED POWER OF ATTORNEY


Wells Fargo Bank,
National Association, a national banking association organized and existing under the laws of the United States and having an office
at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in such capacity, the
“Trustee”), hereby constitutes and appoints Cohen Financial, a Division of Truist Bank, as successor by merger
to SunTrust Bank (the “Special Servicer”) as its true and lawful attorney-in-fact (the “Attorney-In-Fact”),
and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the board of directors of
the Special Servicer, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate for the tasks described in the items (1) through (12) below; provided, however, that the documents
described below may only be executed and delivered by such Attorney-In-Fact if such documents are required or permitted under the
terms of the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Agreement”) by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer (the “Servicer”), Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust
Bank, as Special Servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator
(in such capacity, the “Certificate Administrator”), as Custodian and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor, on behalf of the CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL and
no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


This Limited Power
of Attorney is being issued in connection with the Special Servicer’s responsibilities to service a certain mortgage loan
(the “Mortgage Loan”) held by Wells Fargo Bank, National Association, as Trustee. The Mortgage Loan is comprised
of a mortgage (the “Mortgage”) and the Notes secured thereby. Capitalized terms used but not defined herein
shall have the respective meanings assigned thereto in the Agreement.


1.       Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any lawful
means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a deed
of trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds in
lieu of foreclosure, evicting (to the extent




    N-2-1


    


    

allowed by federal, state or local laws)
and foreclosing on the property under the Mortgage by judicial or non-judicial foreclosure, actions for temporary restraining orders,
injunctions, appointments of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever
nature, including execution of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable
in any bankruptcy action, state or federal suit or any other action.


2.       Execute
and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association,
as Trustee, in litigation and to resolve any litigation where the Special Servicer has an obligation to defend Wells Fargo Bank,
National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


3.       Transact
business of any kind regarding the Mortgage Loan and the Properties.


4.       Obtain
an interest in the Mortgage Loan, Properties and/or building thereon, as Wells Fargo Bank, National Association, Trustee’s
act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure
payment of a promissory note or performance of any obligation or agreement.


5.       Execute,
complete, indorse or file bonds, notes, the Mortgage, any deeds of trust and other contracts, agreements and instruments regarding
the Mortgage Loan Borrowers, the Mortgage Loan and/or the Properties, including but not limited to the execution of estoppel certificates,
financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans,
waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment
agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase
and sale agreements, and other instruments pertaining to the Mortgage or any deed of trust, and execution of deeds and associated
instruments, if any, conveying the Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


6.       Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Mortgage Loan.


7.       [RESERVED].


8.       Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Special
Servicer’s duties and responsibilities under the Agreement.


9.       Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Mortgage Loan to the entity (or its designee or assignee) possessing the right to obtain
ownership of the Mortgage Loan.




    N-2-2


    


    

10.       Subordinate
the lien of the Mortgage, any deed of trust, or deed to secure debt (i) for the purpose of refinancing the Mortgage Loan, where
applicable, or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain,
including but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required
for such purpose, and the execution or requests to the trustees to accomplish the same.


11.       Convey
the Properties to the mortgage insurer, or close the title to the Property to be acquired as real estate owner, or convey title
to real estate owned property (“REO Property”).


12.       Execute
and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Properties to a party
contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


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 as of [date].


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.


The Special Servicer
hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as 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 the Trustee by reason or result of the 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 Wells Fargo Bank, National Association, as Trustee under
the Agreement.


This Limited Power
of Attorney shall remain in full force and effect until (a) revoked in writing by the Trustee, or (b) the termination, resignation
or removal of the Trustee as trustee of under the Agreement, or (c) the termination, resignation or removal of the Attorney-In-Fact
as the special servicer under the Agreement, or (d) the termination of the Agreement, whichever occurs earlier.




    N-2-3


    


    

IN WITNESS WHEREOF,
Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf
by a duly elected and authorized signatory this __________ day of ________________, 20[__].


	 	
        Wells Fargo Bank, National Association, as Trustee,

        For CSMC 2019-UVIL

	______________________________________	By:___________________________________
	Witness:	, Vice President
	______________________________________	 
	Witness:	 
	______________________________________	 
	Attest:Assistant Secretary	 


 


 


State of _________}


County of ________}


On ________________________, before
me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis
of


satisfactory evidence
to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her
authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.


 


I certify under the laws of the State of ________ that
the foregoing paragraph is true and correct.


Witness my hand and official seal.


 


_________________________________


Notary signature




    N-2-4


    


    

EXHIBIT O


FORM OF ERISA REPRESENTATION LETTER


[Date]


Wells Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street, 7th Floor,
MAC: N9300-070


Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services – CSMC 2019-UVIL


 


[Transferor]


[______]


[______]


Attention: [______]


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL                                                                                          



Ladies and Gentlemen:


The undersigned (the
“Purchaser”) proposes to purchase [$_____________ initial Certificate Balance] [_____% Percentage Interest]
of CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL, Class [_], CUSIP No. [____] (the “Certificates”),
issued pursuant to that certain Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to
SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Trust and Servicing Agreement.


In connection with
such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificates, the Purchaser is not
and will not be (i) 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 (“Similar Law”) that is, to a material extent, similar to
the fiduciary responsibility provisions of ERISA or to Section 4975 of the Code (each, a “Plan”), or (ii) any
Person acting on behalf of any such Plan or using the assets of any such Plan, other than (with respect to any transfer of a Class
E or Class HRR Certificate) an insurance company using assets of its general account under circumstances whereby such purchase
and the subsequent holding of Certificate(s) by such insurance company meets all the requirements of Sections I and III of Prohibited
Transaction Class Exemption 95-60




    O-5


    


    

or, in the case of a Plan subject to
Similar Law, where the acquisition, holding and disposition of such Certificates will not constitute or result in a non-exempt
violation of Similar Law.


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


	 	Very truly yours,
	 	[The Purchaser]
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    O-6


    


    

EXHIBIT P


[RESERVED]




    P-1


    


    

EXHIBIT Q


FORM OF ONLINE VENDOR CERTIFICATION


This Certification
has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction
of the Depositor. If you represent a Vendor Provider not listed herein and would like access to the information, please contact
CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


In connection with
the CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


1.       The
undersigned is an employee or agent of Bloomberg, L.P., Moody’s Analytics, CMBS.com, Inc., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management Inc. or Markit Group Limited, a market data provider that has been given access to the Distribution
Date Statements, CREFC reports and supplemental notices on www.pivot.usbank.com (the “Certificate Administrator’s
Website”) by request of the Depositor.


2.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, 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 the Certificate Administrator’s
Website is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any other
person without the written consent of the Depositor, and any confidentiality agreement applicable to the undersigned with respect
to information obtained from the Depositor's 17g-5 Website shall also be applicable to information obtained from the Certificate
Administrator’s Website.


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement, dated
as of December 6, 2019, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to
SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor.


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




    Q-1


    


    




	 	[                               ]
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Company:	 
	 	Phone:	 


 


 




    Q-2


    


    

EXHIBIT R-1


		[RESERVED]	





    R-1-1


    


    

EXHIBIT R-2 


		[RESERVED]	





    R-2-1


    


    

EXHIBIT S


FORM OF OPERATING ADVISOR ANNUAL REPORT1


Report Date: This report will
be delivered annually no later than 120 days after the end of calendar year, pursuant to the terms and conditions of the Trust
and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as servicer, Cohen Financial, a Division of Truist Bank, as successor by
merger to SunTrust Bank, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as custodian,
Wells Fargo Bank, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor.

Transaction: CSMC 2019-UVIL, Commercial Mortgage Pass Through Certificates, Series 2019-UVIL

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank


I.       Executive
Summary


Based on the requirements
and qualifications set forth in the Trust 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 Trust and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s actions under the Trust and Servicing Agreement. 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 Accepted Servicing Practices with respect to its performance of its duties under the Trust and Servicing Agreement during
the prior calendar year. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer
has failed to comply with Accepted Servicing Practices, as a result of the following material deviations.]


		•	[LIST OF ANY 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]


 


___________________





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 Trust and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.

 


 




    S-1


    


    

II.       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.     
Major Decision Reporting Packages.


2.     
Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s
website and each asset status report and Final Asset Status Report.


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.


4.     
[LIST OTHER REVIEWED INFORMATION]


5.     
[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Trust
and Servicing Agreement in respect to the asset status reports for the Trust Loan when a Special Servicing Loan Event has occurred
and with respect to Major Decisions.]


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. For instance,
we did not review underlying lease agreements, re-engineer the quantitative aspects of their net present value calculator, visit
the property, visit the Special Servicer, visit the Controlling Class Representative or interact with any borrower. In addition,
our review of the net present value calculations and Appraisal Reduction Amount calculations is limited to the mathematical accuracy
of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such,
does not take into account the reasonableness of the discretionary portions of such formulas.


		III.	Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to
this Report



1.     
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.


2.     
Except as may have been reflected in any Major Decision Reporting Package or Asset Status Report, the Operating Advisor
did not participate in, or have access to, the Special Servicer’s and Controlling Class Representative’s discussion(s)
regarding the Trust Loan when a Special Servicing Loan Event has occurred. The Operating Advisor does not have authority to speak
with the Controlling Class Representative or borrower 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.


3.     
The Special Servicer has the legal authority and responsibility to service the Trust Loan when a Special Servicing Loan
Event has occurred pursuant to the Trust and Servicing




    S-2


    


    

Agreement. The Operating Advisor has no
responsibility or authority to alter the standards set forth therein or direct the actions of the Special Servicer.


4.     
Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or
substance of any communications held between it and the Special Servicer regarding the Trust Loan when a Special Servicing Loan
Event has occurred and certain information it reviewed in connection with its duties under the Trust 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.


5.     
The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this
report, they should address such questions to the certificate administrator through the certificate administrator’s website.


6.     
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 in this report 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 herein have the
meaning set forth in the Trust and Servicing Agreement.




    S-3


    


    

EXHIBIT T


 


FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING

REPLACEMENT OF SPECIAL SERVICER


 


Wells Fargo Bank, National Association

as Trustee

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CSMC 2019-UVIL






Wells Fargo Bank, National Association


as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSMC 2019-UVIL


 


Cohen Financial, a Division of Truist Bank

Loan Administration Service Center

4601 College Blvd., Suite 300

Leawood, KS 66211

Attention: Head of Investor Services

Facsimile: (312) 346-6669


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL, Recommendation
of Replacement of Special Servicer                    



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 7.1(d) of the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to
SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor, on behalf of the holders of the CSMC 2019-UVIL, Commercial Mortgage
Pass-Through Certificates, Series 2019-UVIL (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 Trust
and Servicing Agreement.


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with the Trust and Servicing Agreement,
it is our assessment that Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, in its current capacity
as Special Servicer, is not [performing its duties under the Trust and Servicing




    T-1


    


    

Agreement][acting in accordance with
the Servicing Standard]. The following factors support our assessment: [________].


Based upon such assessment,
we further hereby recommend that Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank be removed
as Special Servicer and that [________] be appointed its successor in such capacity.


	 	Very truly yours,
	 	
	 	PARK BRIDGE LENDER SERVICES LLC
	 	By: 	 
	 	 	Name:
	 	 	Title:


Dated:


 




    T-2


    


    

EXHIBIT U


 


ADDITIONAL FORM 10-D DISCLOSURE


Solely in the event
that a Companion Loan is included in an Other Securitization Trust which is subject to the Exchange Act reporting requirements
of Regulation AB, the parties identified in the “Party Responsible” column (with each Servicing Function Participant
deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible)
are obligated pursuant to Section 11.4 of the Trust and Servicing Agreement to disclose to each Other Depositor and Other Exchange
Act Reporting Party to which such information is relevant for Exchange Act reporting purposes any information described in the
corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge
(and in the case of net operating income 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 Servicer and the Special Servicer (in its capacity as such) shall be entitled
to rely on the accuracy of the Offering Circular and prospectus supplement related to an Other Securitization Trust (other than
information with respect to itself that is set forth in or omitted from the Offering Circular or such prospectus supplement), in
the absence of specific written notice to the contrary from the Depositor or a Loan Seller. Each of the Certificate Administrator,
the Trustee, the 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 supplement related
to an Other Securitization Trust and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Servicer or the Special Servicer be required to provide any information for inclusion
in a Form 10-D that relates to the Trust Loan if the Servicer or the Special Servicer is not the Servicer or the Special Servicer
of the Trust Loan, as the case may be. For this CSMC 2019-UVIL and any Other Securitization Trust, each of the Certificate Administrator,
the Trustee, the Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-D	Party Responsible 
	
        Item 1: Distribution and Pool Performance Information

         

        Any information required by Item 1121 of Regulation
        AB which is NOT included on the Distribution Date Statement
	
        Certificate Administrator

        Depositor

        Servicer

        (only with respect to Item 1121(a)(12)

        as to non-Specially Serviced Loans)

        Special Servicer

        (only with respect to Item 1121(a)(12)

        as to Specially Serviced Loans)





    U-1


    


    

 


	
        Item 2: Legal Proceedings

         

        per 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)
	(i) All parties to the Trust and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Servicer and the Special Servicer as to the Trust (in the case of the Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating to the Trust Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to any 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

Trustee
	Item 5:  Submission of Matters to a Vote of Security Holders	Certificate Administrator
	Item 6:  Significant Obligors of Pool Assets	
        Servicer (excluding information for which the
        Special Servicer is the “Party Responsible”)

        Special Servicer (as to REO Properties)

	Item 7:  Significant Enhancement Provider Information	Depositor
	Item 8:  Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 9:  Exhibits	
        Certificate Administrator (as to the Distribution
        Date Statement)

        Depositor





    U-2


    


    

EXHIBIT
V


ADDITIONAL FORM 10-K DISCLOSURE


Solely in the event
that a Companion Loan is included in an Other Securitization Trust which is subject to the Exchange Act reporting requirements
of Regulation AB, the parties identified in the “Party Responsible” column (with each Servicing Function Participant
deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible)
are obligated pursuant to Section 11.5 of the Trust and Servicing Agreement to disclose to each Other Depositor and Other Exchange
Act Reporting Party to which such information is relevant for Exchange Act reporting purposes any information described in the
corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge
(and in the case of net operating income 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 Servicer and the Special Servicer (in its capacity as such) shall be entitled
to rely on the accuracy of the Offering Circular and prospectus supplement related to an Other Securitization Trust (other than
information with respect to itself that is set forth in or omitted from the Offering Circular or such prospectus supplement), in
the absence of specific written notice to the contrary from the Depositor or the Loan Seller. Each of the Certificate Administrator,
the Trustee, the 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 supplement related
to an Other Securitization Trust and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Servicer or the Special Servicer be required to provide any information for inclusion
in a Form 10-K that relates to the Trust Loan if the Servicer or the Special Servicer is not the applicable Servicer or Special
Servicer of the Trust Loan, as the case may be. For this CSMC 2019-UVIL and any Other Securitization Trust, each of the Certificate
Administrator, the Trustee, the 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	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 15:  Exhibits, Financial Statement Schedules	
        Certificate Administrator

        Depositor





    V-1


    


    

 


	
        Additional Item:

         

        Disclosure per 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)
	(i) All parties to the Trust and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Servicer, the Depositor and the Special Servicer as to the Trust (in the case of the Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating to the Trust Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	
        Additional Item:

        Disclosure per Item 1119 of Regulation AB
	(i) All parties to the Trust and Servicing Agreement as to themselves (in the case of the Servicer, only as to 1119(a) affiliations with Significant Obligors identified in the Trust and Servicing Agreement, the Trustee, the Certificate Administrator, the Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a) affiliations with Significant Obligors identified in the Trust and Servicing Agreement, the Trustee, the Certificate Administrator, the Servicer or a sub-servicer described in 1108(a)(3)), (ii) the Depositor (as to the Trust), (iii) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating to the Trust Loan sold by such Sponsor to the Depositor, (iv) the Depositor as to the enhancement or support provider, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	
        Additional Item:

        Disclosure per Item 1112(b) of Regulation AB
	
        Servicer (excluding information for which the
        Special Servicer is the “Party Responsible”)

        Special Servicer (as to REO Properties)

	
        Additional Item:

        Disclosure per Items 1114(b)(2) and 1115(b)
        of Regulation AB
	Depositor




    V-2


    


    

EXHIBIT
W


FORM 8-K DISCLOSURE INFORMATION


Solely in the event
that a Companion Loan is included in an Other Securitization Trust which is subject to the Exchange Act reporting requirements
of Regulation AB, the parties identified in the “Party Responsible” column (with each Servicing Function Participant
deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible)
are obligated pursuant to Section 11.6 of the Trust and Servicing Agreement to report to each Other Depositor and Other Exchange
Act Reporting Party to which such information is relevant for Exchange Act reporting purposes the occurrence of any event described
in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Servicer and
the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Offering Circular and prospectus
supplement related to an Other Securitization Trust (other than information with respect to itself that is set forth in or omitted
from the Offering Circular or such prospectus supplement), in the absence of specific written notice to the contrary from the Depositor
or the Loan Seller. Each of the Certificate Administrator, the Trustee, the 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 supplement related to an Other Securitization Trust and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Servicer or the Special Servicer
be required to provide any information for inclusion in a Form 8-K that relates to the Trust Loan if the Servicer or the Special
Servicer is not the applicable Servicer or Special Servicer of the Trust Loan, as the case may be. For this CSMC 2019-UVIL and
any Other Securitization Trust, each of the Certificate Administrator, the Trustee, the 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	
        Servicer, Special Servicer and the Trustee (in
        the case of the Servicer, Special Servicer and the Trustee, only as to agreements it is a party to or entered into on behalf of
        the Trust)

        Certificate Administrator (other than as to agreements to which
        the Depositor (and no other party to the Trust and Servicing Agreement) is a party)

        Depositor





    W-1


    


    

 


	Item 1.02- Termination of a Material Definitive Agreement	
        Servicer, Special Servicer and the Trustee (in
        the case of the Servicer, Special Servicer and the Trustee, only as to agreements it is a party to or entered into on behalf of
        the Trust)

        Certificate
        Administrator (other than as to agreements to which the Depositor (and no other party to the Trust and Servicing Agreement)
        is a party)

        Depositor

	Item 1.03- Bankruptcy or Receivership	Depositor

Each Sponsor as to itself
	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	Depositor

Certificate Administrator
	Item 3.03- Material Modification to Rights of Security Holders	Certificate Administrator
	Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	Depositor
	Item 6.01- ABS Informational and Computational Material	Depositor
	Item 6.02- Change of Servicer, Special Servicer or Trustee	
        Servicer (as to itself or a servicer retained
        by it)

        Special Servicer (as to itself or a servicer
        retained by it)

        Trustee

        Certificate Administrator

        Depositor

	Item 6.03- Change in Credit Enhancement or 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	Depositor
	Item 9.01	Depositor




    W-2


    


    

EXHIBIT
X


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT

OF THE CLASS HRR CERTIFICATES


 


December 19, 2019


 


	
        Credit Suisse Commercial Mortgage
        Securities Corp.

        11 Madison Avenue, 4th Floor

        New York, New York 10010

        Attention: N. Dante LaRocca

         
	
        Column Financial, Inc.

        11 Madison Avenue, 4th Floor

        New York, New York 10010

        Attention: N. Dante LaRocca

         

	
        Core Credit Partners A LC

        c/o Square Mile Capital Management LLC

        350 Park Avenue

        New York, New York 10022

        Attention: Daniel M. Kasell

         
	 


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL                                                                                          



In accordance with
Section 5.1(d) of the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Agreement”),
the Certificate Administrator hereby acknowledges receipt of $18,100,000 of the Class HRR Certificates in the form of a Definitive
Certificate (CUSIP No. 12690C AP8), which constitutes all of the Class HRR Certificates, as defined in the Agreement, for the benefit
of Core Credit Partners A LLC, the initial Third Party Purchaser. A copy of such Class HRR Certificate is attached as Exhibit A-7
to the Agreement.


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:


 




    X-1


    


    

EXHIBIT
Y


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


600 South 4th Street, 7th Floor,
MAC: N9300-070


Minneapolis, Minnesota 55479

Attention: Certificate Transfers – CSMC Trust 2019-UVIL


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


Ladies and Gentlemen:


In accordance with
Section [11.4] [11.5] [11.6] of the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to
SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor, the undersigned, as [ ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K] Disclosure:


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


Any inquiries related to this notification should be directed
to [                       ],
phone number: [                       ];
email address: [                       ].


 


	 	[NAME OF PARTY], 

as [role]
	 	By: 	 
	 	 	Name:
	 	 	Title:


cc: Depositor




    Y-1


    


    

EXHIBIT
Z


INITIAL SUB-SERVICERS


None.




    Z-1


    


    

EXHIBIT
AA


FORM OF BACK-UP CERTIFICATION


CSMC 2019-UVIL (the “Trust”)


I, [identify the certifying
individual], a [identify position] of [identify party], as [identify role] under
that certain Trust and Servicing Agreement dated as of December 6, 2019 (the “Trust and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor, on behalf of the [identify role], certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification],
the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports required to be submitted by the [identify role] to the applicable
Other Exchange Act Reporting Party pursuant to the Trust 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”) have been submitted
by the [identify role] to the Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion
in these reports;



		2.	Based on my knowledge, the [identify role] 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
therein, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by these reports;



		3.	I am, or an officer under my supervision is, responsible for reviewing the activities performed
by the [identify role] under the Trust and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted
in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB with respect to the [identify
role], and except as disclosed in the compliance certificate delivered by the [identify role] under Section 11.7 of the Trust and
Servicing Agreement, the [identify role] has fulfilled its obligations under the Trust and Servicing Agreement in all material
respects in the year to which such report applies;



		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the [identify role] with respect to the Trust’s fiscal year _____ have been
provided all information relating to the [identify role] 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





    AA-1


    


    

		5.	The report on assessment of compliance with servicing criteria applicable to the [identify role]
for asset-backed securities with respect to the [identify role] or any Servicing Function Participant retained by the [identify
role] 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 Trust and Servicing Agreement.


Date:                                            


	 	[IDENTIFY PARTY]
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    AA-2


    


    

EXHIBIT
BB-1


FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER
RELATED PARTY


[Date]


Wells Fargo Bank, National Association,

as Certificate Administrator


9062 Old Annapolis
Road


Columbia, Maryland
21045


Attention: Corporate
Trust Services – CSMC 2019-UVIL


 


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL, Class [__]                                                                        



In accordance with
the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing
Agreement, dated as of December 6, 2019 (the “Trust and Servicing Agreement”), by and among Credit Suisse
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer,
Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor,
with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and
agrees as follows:


1.       The
undersigned is either a Certificateholder, Beneficial Owner, prospective purchaser of the Class ___ Certificates, the Controlling
Class Representative,1 a repurchasing
Sponsor or a Companion Loan Holder.


2.       The
undersigned is not a Borrower Related Party or an Affiliate or an agent thereof.


3.       The
undersigned has received a copy of the final Offering Circular.2


4.       The
undersigned is requesting access pursuant to the Trust 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 Trust 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


 


_____________________


1
Only required if (i) the Controlling Class Representative is not a Certificateholder and (ii) no Control Termination Event
or Consultation Termination Event is in effect.


2
Not required for a prospective purchaser.



 




    	BB-1-1 



    	 



    

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 Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part.


The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


5.       The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Custodian, the Servicer, the Special Servicer, the Operating Advisor and the Trust Fund for any
loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


6.       The
undersigned agrees that each time it accesses the Trustee’s Website, the undersigned is deemed to have recertified that the
representations and covenants contained herein remain true and correct.


7.       The
undersigned agrees to resubmit an Investor Certification upon becoming a Borrower Related Party or an Affiliate thereof or an agent
of any of the foregoing.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and [shall be deemed to have] caused its name to be signed hereto by
its duly authorized signatory, as of the day and year written above.





	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Company: 	 
	 	Phone:	 







    	BB-1-2 



    	 



    

EXHIBIT
BB-2


FORM OF INVESTOR CERTIFICATION FOR BORROWER
RELATED PARTY


[Date]


Wells Fargo Bank, National Association,

as Certificate Administrator


9062 Old Annapolis
Road


Columbia, Maryland
21045


Attention: Corporate
Trust Services – CSMC 2019-UVIL


 


		Re:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series
2019-UVIL, Class [__]                                                                        



In accordance with
the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing
Agreement, dated as of December 6, 2019 (the “Trust and Servicing Agreement”), by and among Credit Suisse
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer,
Cohen Financial, a Division of Truist Bank, as successor by merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor,
with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and
agrees as follows:


1.       The
undersigned is either a Certificateholder, Beneficial Owner, prospective purchaser, of the Class ___ Certificates, the Controlling
Class Representative,1 a repurchasing
Sponsor or a Companion Loan Holder.


2.       The
undersigned is a Borrower Related Party.


3.       The
undersigned has received a copy of the final Offering Circular.2


4.       The
undersigned is requesting access pursuant to the Trust and Servicing Agreement to the Distribution Date Statements (the “Information”)
on the Certificate Administrator’s Website.


In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking


 


_____________________


1
Only required if (i) the Controlling Class Representative is not a Certificateholder and (ii) no Control Termination Event
or Consultation Termination Event is in effect.


2
Not required for a prospective purchaser.



 




    	BB-2-1 



    	 



    

authorities or agencies to which the
undersigned is subject), and such Information will not, without the prior written consent of the Certificate Administrator, be
otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part.


The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


5.       The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


6.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and [shall be deemed to have] caused its name to be signed hereto by
its duly authorized signatory, as of the day and year written above.





	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Company: 	 
	 	Phone:	 





 




    	BB-2-2 



    	 



    

EXHIBIT
CC


FORM OF CUSTODIAL CERTIFICATION / EXCEPTION
REPORT


 


[DATE]


	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:  Corporate Trust Services – CSMC 2019-UVIL



Credit Suisse Commercial Mortgage Securities Corp. 

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca



Cohen Financial, a Division of Truist Bank

Loan Administration Service Center

4601 College Blvd., Suite 300

Leawood, KS 66211

Attention:  Head of Investor Services


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

        10851 Mastin Street, Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President-Division Head

        

        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CSMC 2019-UVIL– Surveillance Manager

        

        Column Financial, Inc.

        11 Madison Avenue, 4th Floor

        New York, New York 10010

        Attention: N. Dante LaRocca



 


		Re:	Trust and Servicing Agreement (“Trust and Servicing Agreement”) relating to CSMC 2019-UVIL, Commercial Mortgage
Pass-Through Certificates, Series 2019-UVIL                                                                                                                 



Ladies and Gentlemen:


In accordance with
the provisions of Section 2.2(b) of the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Servicer, Cohen Financial, a Division of Truist Bank, as successor by
merger to SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, the undersigned hereby certifies that, with respect
to the Trust Loan, and subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents referred
to in Section 2.1(b) of the Trust and Servicing Agreement are in its possession; (ii) the recordation/filing contemplated
by Section 2.1(b) of the Trust and Servicing Agreement has been completed (based solely on receipt by the undersigned of
the particular recorded/filed documents); and (iii) all documents received by the undersigned or the Custodian with respect to
the Trust Loan (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities
if initialed by the Loan Borrower), (B) appear to have




    CC-1


    


    

been executed (where appropriate), (C)
purport to relate to the Trust Loan and (D) purport to be recorded or filed (as applicable) and have not been torn, mutilated or
otherwise defaced, and appear on their faces to relate to the Trust Loan.


The undersigned makes
no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained
in the Mortgage File, or (ii) the collectability, insurability, effectiveness or suitability of the Trust Loan.


The Custodian’s
review of the Mortgage File and its certification with respect thereto shall not be deemed to constitute “due diligence services”
or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, promulgated
by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.


Capitalized words
and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Trust and Servicing
Agreement. This Certificate is subject in all respects to the terms of the Trust and Servicing Agreement.


	 	Wells Fargo Bank, National Association, as Custodian
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    CC-2


    


    

EXHIBIT DD-1


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFER
OF THE EXCESS SERVICING FEE RIGHTS


[Date]


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: Chuck Lee


 


		Attention:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL                                                                  



Ladies and Gentlemen:


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), entered into and executed with respect to the above-referenced transaction. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Servicer, that:


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loan for which _________________
is the Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing Fee
Right free from any and all claims and encumbrances whatsoever.


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.




    	DD-1-1 



    	 



    

 


	 	Very truly yours,
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


 




    	DD-1-2 



    	 



    

EXHIBIT DD-2


FORM OF TRANSFEREE CERTIFICATE FOR TRANSFER
OF THE EXCESS SERVICING FEE RIGHTS


[Date]


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: Chuck Lee


 


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


10851 Mastin Street, Building 82, Suite 300


Overland Park, Kansas 66210


Attention: Executive Vice President-Division Head


 


		Attention:	CSMC 2019-UVIL, Commercial Mortgage Pass-Through Certificates, Series 2019-UVIL                                                                                       



Ladies and Gentlemen:


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated as of December 6, 2019 (the “Trust
and Servicing Agreement”), entered into and executed with respect to the above-referenced transaction. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Servicer, that:


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loan as to which __________________
is the applicable Servicer (the “Excess Servicing Fee Right”) for its own account for investment and not with
a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate
the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee or the Certificate
Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may
not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to
any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification
and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit
O-1 to the Trust and Servicing Agreement, and (B) each of the Servicer and the Depositor have




    	DD-2-1 



    	 



    

received a certificate from the prospective
transferee substantially in the form attached as Exhibit O-2 to the Trust and Servicing Agreement.


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.17 of the Trust and Servicing Agreement, which provisions it has carefully reviewed.


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner
set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loan, and (e) all related matters that it has requested.


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such




    	DD-2-2 



    	 



    

holder’s auditors, legal counsel
and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent
such information is of public knowledge at the time of disclosure by such holder or has become generally available to the public
other than as a result of disclosure by such holder; provided, however, that such holder may provide all or any part
of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only if,
such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential,
not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act
or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose
such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information,
in any manner whatsoever, in whole or in part, to any other Person other than such Persons’ auditors, legal counsel and regulators.


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Trust and Servicing
Agreement except as set forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Trust and Servicing Agreement.





	 	Very truly yours,
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


 


 




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Schedule
I


“Performance”,
“Earn-Out” or “Holdback” Escrows, Letters of Credit or Reserves


 


1. $14,189,947 for
the Alterations Reserve Funds


2. $2,949,447.25 for
the Unfunded Obligations Reserve Funds